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Edited and translated by 

Foreword by 

Introduction to this Edition by 



INTRODUCTION by Martin Blumenson 
FOREWORD by Captain B. H. Liddell Hart 


Part I. The Campaign in Poland 


Part II. The Campaign in the West 


Part III. War in the East 





Key to Symbols used in Maps 

L German and Polish Deployment, and Execution of German Offensive. 
2. Southern Army Group's Operations in Polish Campaign. 
3. The O.K.H. plan of Operations for German Offensive in the West. 
4. Army Group A's Proposals for German Operations in the West. 
5. 38 Corps' Advance from the Somme to the Loire. 
6. 56 Panzer Corps' Drive into Russia. 
7. Situation of Northern Army Group on 26th June 1941 after 56 Panzer Corps' 

Capture of Dvinsk. 
8. Encirclement of 56 Panzer Corps at Zoltsy (15th-18th July 1941). 

9. 56 Panzer Corps' Drive into Flank of Thirty-Eighth Soviet Army on 19th August 


10. Battle on the Sea of Azov and Breakthrough at the Isthmus of Perekop (Autumn 


11. Breakthrough at Ishun and Conquest of the Crimea (Autumn 1941). 
12. Re-Conquest of the Kerch Peninsula (May 1942). 

13. Conquest of Sevastopol (June- July 1942). 

14. Battle of Lake Ladoga (September 1942). 

15. Situation on German Southern Wing at end of November 1942: the Struggle to 

free Sixth Army. 

16. Winter Campaign 1942-3: Don Army Group's Struggle to keep Army Group A's 

rear free. 

17. Winter Campaign 1942-3: Don Army Group's Battles to keep Communications 

Zone free. 

18. Winter Campaign 1942-3: German Counterstroke, the Battle between Donetz and 


19. Winter Campaign 1942-3: German Counterstroke, the Battle of Kharkov. 

20. Operation 'Citadel' (July 1943). 
21. Battles Fought by Southern Army Group 17th July-30th September 1943. 
22. The Fight for the Dnieper Bend. 
23. Battles Fought by Southern Army Group up to mid-February 1944. 
24. Developments on Southern Wing of Eastern Front at end of March 1944. 


The Author, 1944 

With members of the German minority in Siebenburgen, accompanied by his son, 

Gero, and Lt. Specht 
At H.Q. 50 Division in the Crimea 

With Col. -Gen. Dumitrescu 
Southern coastline in the Crimea 
Maxim Gorki I 
Sevastopol on fire 
Russian Battery at entrance to Severnaya Bay 

Crimean meeting with Marshal Antonescu 
With Baron v. Richthofen at Kerch, May 1942 
Caravan conference before Leningrad 
Conference with Gen. Kempf and Gen. Busse, during 'Citadel' 

H.Q. at Vinnitsa 


by Martin Blumenson 

Everything in war is simple, Clausewitz said; but the simplest thing, he added, is incredibly 


Consider the basic relationship between politics and war. Clausewitz made the equation 
crystal clear, even simplistic, in his classic dictum that war is an extension of politics by 
different means. In other words, political ends govern the exertions of war. Or, the military 
are the means by which to gain political goals. The political leaders establish the objectives, 

the military men seek to attain them. 

Nothing could be simpler or more obvious. This is the essential definition of war: organized 
violence in quest of political advantages. Otherwise, conflict and killing are meaningless and 


Clausewitz expressed this very plainly in his monumental study of the nature of war. But 
beyond some general observations and several specific illustrations, he could not 
systematically examine the other side of the coin, the politics to which war is attached, for he 
lacked a complementary treatise on the nature of international politics. 

If the primacy of the political over the military is beyond question, the application of the 
relationship in the real world poses problems of terrible complexity. Political wishes and the 

military methods to realize them, political motives and the military procedures to support 
them, are seldom clear-cut and in balance at any given moment. They are anything but easy to 
synchronize. Furthermore, where is the fine and sometimes invisible line between the political 

and military spheres? 

The case of Adolf Hitler is instructive. Apart from the fatal flaws that finally crushed him, he 

was for a time a political genius. 

Whether he followed a blueprint or extemporized, he gained striking political triumphs. 
Without resorting to force, he remilitarized the Rhineland, annexed Austria, and conquered 
Czechslovakia. He thereby expanded the territory and the power of Germany. Even when he 
used military means in Poland to obtain his political desires, he demonstrated the close 

connection between politics and war. 

Unfortunately for him, his invasion of Poland precipitated World War II. From then on, his 
direction of the war became increasingly military and less political. Towards the close, the 
fighting he exhorted degenerated into senseless destruction for the sake merely of continuing 
the struggle, and that was hardly a proper political objective. 

Erich von Manstein, whether deliberately or unconsciously, has illuminated the steady decline 
of Hitler's outlook and the constant deterioration of Germany's war effort. As Hitler assumed 
more and more the military functions and concerned himself with military decisions, no one 
exercised the political role. And without that, the bloodshed and sacrifice were without 


That is what Field Marshal von Manstein suggests in his title, Lost Victories. By the summer 
of 1940, after defeating France, Hitler's Germany was master of western Europe. What next? 
Manstein plantively asks. Hitler had no long-range plans, and as a result could neither 
conclude peace with Britain nor invade the island. 

By the following summer, having overrun Denmark and Norway, Germany and Hitler stood 
victorious. Only Britain breathed defiance, and that was of little significance at the moment. 

What next? 

Germany's power had never been higher when in June 1941, heady with success, Hitler 
miscalculated both his resources and the immensity of his task and struck into the Soviet 
Union. Unable to determine which political and economic targets to pursue, he diluted and 
fragmented his endeavours. In the end he lost all, for himself and Germany. 

The tragedy for all thoughtful, knowledgeable, and sensitive German soldiers like Manstein 
was the dilemma of trying faithfully to serve their country while disapproving the Fuehrer's 

aims and methods. True to their tradition of blind obedience, most of them, again like 
Manstein, kept their gaze unwaveringly on the military role they were expected to play even 
as they deplored the growing vacuum of direction at the political top. 

In a magisterial, even noble account of the war from the German perspective, Manstein has 

written a personal narrative of his place in the unfolding events. In the process, he has 
explained, in a manner comprehensible to laymen, the battles in Poland, France, and Russia. 

Because professional officers must understand the political dimension that is off limits to 
them, he has offered a panoramic view of the strategic opportunities that beckoned and were 


Brilliantly dissecting Hitler's policies and methods of command, he has graphically detailed 

the growing disenchantment among the officer corps with Hitler's leadership, including 
Manstein's own dramatic personal clashes, face to face, with the Fuehrer; "/am a gentleman," 
he told hitler pointedly. And finally he has related what was to him the heartbreaking story of 
bright prospects turning to ruin. Dismissed by Hitler in March 1944, Manstein sat out the rest 

of the war at home, watching, no doubt with dismay, the unneccessary prolongation of a 
conflict that had already been decided. Afterward he was charged and tried in Britain for war 
crimes in Russia; convicted and sentenced to eighteen years of imprisonment, he was released 

from confinement four years later. 

Although he served an evil and brutal regime, he was patriotically motivated to fight for his 

country. He maintained the highest personal standards of comportment and character 
according to the soldier's code and became the officer most widely respected and admired by 

his colleagues. 

Through his book, he says, he hoped to give insight into "how the main personalities thought 
and reacted to events." He has succeeded in his attention and achieved much more. His is the 
best book of memoirs on the German side and it is indispensable for understanding the 
conditions and circumstances of Hitler's war. 

December 1981 


by Captain B. H. Liddel Hart 

THE general verdict among the German generals I interrogated in 1945 was that Field- 
Marshal von Manstein had proved the ablest commander in their Army, and the man they had 
most desired to become its Commander-in-Chief. It is very clear that he had a superb sense of 

operational possibilities and an equal mastery in the conduct of operations, together with a 
greater grasp of the potentialities of mechanised forces than any of the other commanders who 
had not been trained in the tank arm. In sum, he had military genius. 

In the earlier stages of the war he exerted a great influence behind the scenes as a staff officer. 
Later he became an outstanding commander, arid played a key part from 1941 to 1944 in the 
titanic struggle on the Russian front. His detailed account of the campaigns, pungent 
comments, and very significant revelations combine to make his book one of the most 
important and illuminating contributions to the history of World War II. 

An extraordinary aspect of Erich von Manstein's career is that he is best known, outside 
Germany at any rate, in connexion with operations that took place when he was a relatively 
junior general, and in which he took no part. For his fame primarily arose from his influence 
on the design - or, rather, on the recasting — of the plan for the German offensive of 1940 
which broke through the Western Front, and led to the fall of France, with all its far-reaching 
results. The new plan, for making the decisive thrust through the hilly and wooded Ardennes - 
the line of least expectation - has come to be called the 'Manstein Plan'. That is tribute to what 
he did in evolving it and striving to win acceptance for it in place of the old plan, for a more 
direct attack through Belgium — which would in all probability have resulted in a repulse. 

At that time Manstein was Chief of Staff to Rundstedt's Army Group, and when his arguments 
for changing the plan became irritating to his superiors he was honourably pushed out of the 

way by promotion to command a reserve corps, of infantry, just before the new plan was 
adopted under Hitler's pressure - after hearing Manstein's arguments. The book provides much 
fresh information on the course of this operational controversy and the evolution of the plan 

that led to victory. 

In the crucial opening stage of the offensive, which cut off the Allies' left wing and trapped it 
on the Channel coast, Manstein's corps merely had a follow-on part. But in the second and 
final stage it played a bigger role. Under his dynamic leadership, his infantry pushed on so 

fast on foot that they raced the armoured corps in the drive southward across the Somme and 

the Seine to the Loire. 

After the collapse of France, Hitler hoped that Britain would make peace, but when 
disappointed he began, belatedly and half-heartedly, to make preparations for a cross-Channel 
invasion. Manstein was entrusted with the task of leading the initial landing with his corps, 
which was moved to the Boulogne-Calais area for the purpose. His book has some striking 
comments on the problem, on the strategic alternatives, and on Hitler's turn away to deal with 


For the invasion of Russia in 1941 Manstein was given his heart's desire - the command of an 
armoured corps, the 56th. With it he made one of the quickest and deepest thrusts of the 

opening stage, from East Prussia to the Dvina, nearly 200 miles, within four days. Promoted 
to command the Eleventh Army in the south, he forced an entry into the Crimean peninsula by 
breaking through the fortified Perekop Isthmus, and in the summer of 1942 further proved his 

mastery of siege-warfare technique by capturing the famous fortress of Sevastopol, the key 
centre of the Crimea — being Russia's main naval base on the Black Sea. 

He was then sent north again to command the intended attack on Leningrad, but called away 
by an emergency summons to conduct the efforts to relieve Paulus's Sixth Army, trapped that 
winter at Stalingrad, after the failure of the main German offensive of 1942. The effort failed 

because Hitler, forbidding any withdrawal, refused to agree to Manstein's insistence that 
Paulus should be told to break out westward and meet the relieving forces. The long chapter 
on 'The Tragedy of Stalingrad' is full of striking revelations, and the more illuminating 
because of the penetrating analysis of 'Hitler as Supreme Commander' in the preceding 


Following Paulus's surrender, a widespread collapse developed on the Germans' southern 
front under pressure of advancing Russian armies, but Manstein saved the situation by a 
brilliant flank counter-stroke which recaptured Kharkov and rolled back the Russians in 

confusion. That counterstroke was the most brilliant operational performance of Manstein's 
career, and one of the most masterly in the whole course of military history. His detailed 

account of the operation is likely to be studied, for its instructional value, so long as military 

studies continue. 

Then in the Germans' last great offensive of the war in the East, 'Operation Citadel', launched 
in July 1943 against the Kursk salient, Manstein's Southern Army Group formed the right 
pincer. It achieved a considerable measure of success, but the effect was nullified by the 
failure of the left pincer, provided by the Central Army Group. Moreover, at this crucial 
moment the Anglo-American landing in Sicily led Hitler to direct several divisions to the 
Italian theatre. Having checked the German offensive, the Russians now launched their own 
on a larger scale along a wider front, and with growing strength. 

From that time onwards the Germans were thrown on the defensive, strategically, and with 
the turn of the tide Manstein was henceforth called on to meet, repeatedly, what has always 
been judged the hardest task of generalship - that of conducting a fighting withdrawal in face 

of much superior forces. 

He showed great skill, against heavy odds, in checking successive Russian thrusts and 
imposing delays on the westward advance of the Russian armies. His concept of the strategic 
defensive gave strong emphasis to offensive action in fulfilling it, and he constantly looked 
for opportunities of delivering a riposte, while often ably exploiting those which arose. But 
when he urged that a longer step back should be made - a strategic withdrawal - in order to 
develop the full recoil-spring effect of a counter-offensive against an overstretched enemy 
advance, Hitler would not heed his arguments. 

Hitler's unwillingness to sanction any withdrawal forfeited each successive chance of 
stabilizing the front, and repeatedly clashed with Manstein's sense of strategy. Unlike many of 
his fellows, Manstein maintained the old Prussian tradition of speaking frankly, and expressed 
his criticism forcibly both to Hitler in private and at conferences, in a way that staggered 
others who were present. That Hitler bore it so long is remarkable evidence of the profound 
respect he had for Manstein's ability, and a contrast with his attitude to most of his generals, 

and to the General Staff as a body. But the cumulative effect became in the end more than 

Hitler could stand - and all the more because the course of events continued to confirm 
Manstein's warnings. So in March 1944 Hitler reached the limit of his endurance, and put 
Manstein on the shelf, although with far more politeness than he normally showed in making 

changes of command. 

That ended the active career of the Allies' most formidable military opponent - a man who 
combined modern ideas of mobility with a classical sense of manoeuvre, a mastery of 

technical detail and great driving power. 

January 1958 


THIS BOOK is the personal narrative of a soldier, in which I have deliberately refrained from 
discussing political problems or matters with no direct bearing on events in the military field. 
In the same connexion it is perhaps worth recalling a statement of Captain B. H. Liddell 


'The German generals of this war were the best-finished product of their profession — 
anywhere. They could have been better if their outlook had been wider and their 
understanding deeper. But if they had become philosophers they would have ceased to be 

soldiers. ' 

I have made every effort not to view things in a retrospective light, but to present my 
experiences, ideas and decisions as they appeared to me at the time. In other words, I write 
not as a historical investigator, but as one who played an active part in what I have to relate. 
But even though I have tried to give an objective account of all that happened, of the people 
involved and of the decisions they took, my opinion, as that of a participant, is bound to be 
subjective. I still hope, nevertheless, that the account I give will be of some use to historians, 
for even they cannot get the truth from files and documents alone. The essential thing to know 
is how the main personalities thought and reacted to events, and the answer to this will seldom 
be found — certainly not in a complete form - in files or war diaries. 

In describing how the plan for Germany's 1940 offensive in the west came about, I have 
departed from Colonel-General v. Seeckt's precept that General Staff officers should be 
nameless. I feel I am at liberty to do this now that - through no action of my own — the 
subject has so long been open to general discussion. It was actually my former Commander- 
in-Chief, Field-Marshal v. Rundstedt, and our Chief of Operations, General Blumentritt, who 
told Liddell Hart the story of the plan. (At that time I had not had the pleasure of meeting 


In this account of military problems and events I have occasionally included items of a 
personal nature in the belief that there must be a place for the human element even in war. 
The reason for the absence of such personal reminiscences from the later chapters of the book 
is that worry and the burden of my responsibilities overshadowed everything else during that 


My activities in World War II have led me to deal with events largely from the viewpoint of 
leadership at a higher level. I hope, nonetheless, to have made it consistently clear that the 
decisive factor throughout was the self-sacrifice, valour and devotion to duty of the German 
fighting soldier, combined with the ability of commanders at all levels and their readiness to 
assume responsibility. These were the qualities which won us our victories. These alone 
enabled us to face the overwhelming superiority of our opponents. 

By this book I should at the same time like to express gratitude to my Commander-in-Chief in 
the initial phase of the war, Field-Marshal v. Rundstedt, for the trust he always placed in me; 
to the commanders and soldiers of all ranks who served under my command; and to the men 
who served at my various headquarters, in particular my chiefs-of-staff and General Staff 
officers, who constantly supported and advised me. 

Finally I must also thank those who have assisted me in preparing these memoirs: my former 
Chief-of-Staff, General Busse, and our staff officers v. Blumroder, Eismann and Annus; Herr 
Gerhard Gunther, who encouraged me to commit my memoirs to paper; Herr Fred 
Hildenbrandt, who gave me valuable assistance in composing them; and Herr Dipl.-Ing. 
Materne, who showed great understanding in his work on the sketch-maps. 



IN ORDER to shorten these memoirs to a size suitable for publication in Britain and the 
U.S.A., it has been necessary to excise a number of passages from the original version. As 
most of them were devoted to personal reminiscences, often in lighter vein, their exclusion 
was thought unlikely to detract from the book's value in a strictly historical sense. A number 
of detailed appendices, however, have also been omitted, leaving only those which were 
considered to be of more than specialist interest. 

It may be mentioned here that Chapter 14 (Operation 'Citadel') is a new translation of material 
originally contributed by the Author to the U.S. Marine Corps Gazette, instead of being taken 

from the equivalent chapter in the German edition of the book, which is considerably longer. 

We should like to take the opportunity to thank the Marine Corps Gazette for allowing us to 

use this material. 

The formation symbols employed in the sketch-maps of this edition are those now current in 
the NATO countries. They were adopted for the sake of greater clarity and uniformity. 

Finally I should like to add a personal note of thanks to Capt. B. H. Liddell Hart for his kind 
assistance in checking the technical details of this translation and for his many helpful 






I WATCHED POLITICAL developments after the Austrian anschluss from a point far from 
the centre of military affairs. At the beginning of February 1938, after I had risen to the 
second most senior post on the German Army Staff- that of Oberquartiermeister I — the 
deputy to the Chief-of-Staff, my career as a General Staff officer had abruptly ended. When 
Colonel-General Baron v. Fritsch was eliminated as Commander-in-Chief of the Army 
through a diabolical party intrigue, a number of his closest collaborators, myself included, had 

been removed from the Army High Command (O.K.H.) along with him. Since then, as 
commander of 1 8 Division, I had naturally ceased to be informed of matters falling within the 

High Command's jurisdiction. 

Indeed, since the beginning of April 1938 I had been able to devote myself entirely to my job 
as a divisional commander. It was a particularly satisfying task - even more satisfying in those 
years than at any other time - but it also called for every ounce of one's energy, since the 
expansion of the army was still far from complete. The continual formation of new units 
entailed a constant reorganization of those already in existence, while the speed of 
rearmament, and especially the attendant growth of both the officer and non-commissioned 
officer corps, meant that the most exacting demands were made on commanders at all levels if 
we were to fulfil our aim of creating intrinsically stable and highly trained troops who would 
guarantee the security of the Reich. To succeed in this work was more gratifying still, 
especially in my own case, now that, after several years in Berlin, I once again had the 
pleasure of being in direct touch with combat units. It is with immense gratitude, therefore, 
that I remember that last year and a half of peace, and, in particular, the Silesians of whom 18 
Division was largely composed. Silesia had produced good soldiers from time immemorial, so 
the military education and training of the new units was a rewarding task. 

It is true that the brief interlude of the 'floral war' - the occupation of the Sudetenland - had 
found me in the post of Chief-of-Staff of the army commanded by Colonel-General Ritter v. 
Leeb. As such I had learnt of the conflict that had broken out between the Chief-of-Staff of 
the Army, General Beck, and Hitler over the Czech question and which, to my intense regret, 
had ended with the resignation of the Chief-of-Staff I so revered. This resignation, however, 
snapped the thread which had kept me in touch with O.K.H. 

And so it was not until summer 1939 that I learnt of Operation 'Order White', the first 
offensive deployment against Poland to be prepared on Hitler's orders. No such thing had 
existed before the spring of 1939. On the contrary, all military preparations on our eastern 

frontier had been based on defence. 

In the above operation order I was earmarked as Chief-of-Staff of Southern Army Group, the 
Commander-in-Chief of which was to be Colonel-General v. Rundstedt, then already living in 

retirement. It was planned that this Army Group should deploy in Silesia, eastern Moravia, 
and partly in Slovakia, in accordance with the detailed arrangements which we were now to 

work out. 

As the Army Group Headquarters did not exist in peacetime and would be set up only in the 
event of general mobilization, a small working party was formed to deal with the new 

operation order. It assembled on 12th August 1939 in the Silesian training area of 
Neuhammer. It was to work under the direction of Colonel Blumentritt, a General Staff 
officer who was destined to become the Army Group's chief of operations (la) on 
mobilization. This was an unusual stroke of luck as far as I was concerned, for my 
relationship with that exceptionally able man was one of the closest confidence. The bond had 
been forged while we were both serving at the headquarters of v. Leeb's army during the 
Sudeten crisis, and I considered it extremely valuable to have a colleague on whom I could 
rely in times like these. As often as not, the things that attract us to another person are quite 
trivial, and what always delighted me about Blumentritt was his fanatical attachment to the 
telephone. The speed at which he worked was in any case incredibly high, but whenever he 
had a receiver in his hand he could deal with whole avalanches of queries, always with the 

same imperturbable good humour. 

In mid- August the future commander of Southern Army Group, Colonel-General v. 
Rundstedt, arrived at Neuhammer. Every one of us knew him. As an exponent of grand tactics 
he was brilliant — a talented soldier who grasped the essentials of any problem in an instant. 
Indeed, he would concern himself with nothing else, being supremely indifferent to minor 
detail. He was a gentleman of the old school — a type, I fear, which is now dying out, but 
which once added a delightful variant to life. The General had a charm about him to which 

even Hitler succumbed. The latter seemed to have taken a genuine liking to him, and, 
surprisingly enough, there was even a glimmer of this left after he had twice dismissed him. 
What probably attracted Hitler was the indefinable impression the general gave of a man from 
a past which he did not understand and to the atmosphere of which he never had access. 

As a matter of interest, when our working party assembled at Neuhammer, my own 1 8 
Division was also in the training area for the annual regimental and divisional exercises. 

That everyone among us, disquieted by the number of emergencies through which the 
Fatherland had passed since 1933, wondered where all this would lead, I need hardly say. Our 

thoughts and private conversations at this time were centred on the signs of the gathering 
storm on the horizon around us. We realized that Hitler was fanatically resolved to dispose of 

the very last of the territorial problems Germany had inherited through the Treaty of 
Versailles. We knew that he had begun negotiations with Poland as far back as autumn 1938 
to clear up the whole Polish-German frontier question, though what progress, if any, these 
negotiations had made we were not told. At the same time we were aware of the British 
guarantee to Poland. And I can safely say that not one of us in the army was so arrogant, 
thoughtless or shortsighted as not to recognize the deadly seriousness of the warning that 
guarantee implied. This factor alone - though it was not the only one - convinced our party in 
Neuhammer that there would in the end be no war. Even if the deployment plan on which we 
were now engaged went into operation, that still need not, in our opinion, mean war. We had 
watched Germany's precarious course along the razor's edge to date with close attention and 
were increasingly amazed at Hitler's incredible luck in attaining - hitherto without recourse to 
arms - all his overt and covert political aims. The man seemed to have an almost infallible 
instinct. Success had followed success in a never-ending progression - if one may initially 

refer to the glittering train of events that ultimately led to our downfall as successes. All those 
things had been achieved without war. Why, we asked ourselves, should it be different this 

time ? Look at Czechoslovakia. Though Hitler had drawn up a menacing array of troops 
against her in 1938, there had still been no war. Yet the old adage about taking the pitcher to 
the well once too often still echoed in our ears, for the position was now a much trickier one 
and the game Hitler seemed intent on playing had a more dangerous look about it. There was 
the British guarantee to contend with this time. But then we recalled Hitler's assertion that he 
would never be so mad as to unleash a war on two fronts, as the German leaders of 1914 had 

done. That at least implied that he was a man of reason, even if he had no human feelings left. 

Raising that coarse voice of his, he had explicitly assured his military advisers that he was not 

idiot enough to bungle his way into a world war for the sake of Danzig or the Polish Corridor. 


Poland was bound to be a source of great bitterness to us after she had used the dictated peace 

of Versailles to annex German territories to which neither historical justice nor the right of 
self-determination gave her any claim. For us soldiers she had been a constant cause of 
distress in the years of Germany's weakness. Every time we looked at the map we were 
reminded of our precarious situation. That irrational demarcation of the frontier! That 
mutilation of our Fatherland! That corridor whose severance of East Prussia from the Reich 

gave us every reason to fear for that lovely province! For all that, however, the army had 
never dreamt of fighting an aggressive war against Poland to end this state of affairs by force. 
Apart from anything else, such forbearance had a perfectly simple military reason: any attack 

on Poland would have plunged the Reich into a war on two or more fronts, and with this it 
could never have coped. In the period of weakness imposed on us at Versailles we had always 

had the cauchemar des coalitions - a nightmare that disturbed us all the more whenever we 
thought of the aspirations for German territory still harboured with such ill-concealed longing 
by wide circles of the Polish people. Yet although we had no wish to fight an aggressive war, 
we could hardly hope, even taking the most unprejudiced view of the Polish mentality, to sit 
down peacefully at the same table as the Poles to revise those senseless frontiers. Neither did 
it seem beyond the bounds of possibility that Poland might herself take the initiative one day 

and set out to solve the frontier question by force. We had gained some experience in this 
respect since 1918, and in Germany's years of weakness it had been just as well to be prepared 
for such a thing. Once Marshal Pilsudski's voice was silent and certain nationalist circles had 
gained a decisive influence in Poland, an incursion into East Prussia or Upper Silesia was just 

as feasible as the Polish raid on Vilna before it. For that contingency, though, our military 
deliberations had found a political answer. If Poland were proved to be the aggressor and we 

succeeded in warding off the attack, the Reich might well have an opportunity to get the 
unhappy frontier question revised on the political rebound. 

At all events, there was no exaggerated wishful thinking on the subject on the part of any 
army leaders. Although General v. Rabenau, in the book Seeckt, Aus Meinem Leben, quotes 
the Colonel-General as saying that 'Poland's existence is intolerable and incompatible with 
Germany's essential needs: she must disappear through her own internal weakness and 
through Russia . . . with help from ourselves', this was in fact an attitude already overtaken by 

developments in the political and military fields. We had a pretty fair idea of the growing 
military power of the Soviet Union; and France, the land under whose spell one so easily fell, 
still faced us with the same hostility as ever. She would always seek allies in Germany's rear. 
But if the Polish State were to disappear, the mighty Soviet Union could become a far more 
dangerous ally of France than a buffer State like Poland was at present. Any elimination of the 

buffer formed by Poland (and Lithuania) between Germany and the Soviet Union could lead 

only too easily to differences between the two big Powers. While it might be a matter of 
mutual interest to carry out frontier revisions vis-a-vis Poland, the complete removal of that 
State would hardly be to Germany's advantage in view of the entirely changed situation that 

now prevailed. 

So whether we liked her or not, it was preferable to keep Poland between us and the Soviet 
Union. Aggrieved though we were as soldiers by the senseless and explosive frontier 
demarcation in the east, Poland was still less dangerous as a neighbour than the Soviet Union, 

Like all other Germans, of course, we hoped a revision of the frontier would come about 
sometime and return the predominantly German-populated areas to the Reich in accordance 
with the natural right of their inhabitants. At the same time it was most undesirable from the 
military point of view that the size of our Polish population should increase. As for the 
German demand for a union of East Prussia with the Reich, it could well have been 
harmonized with Poland's desire for a seaport of her own. This, and none other, was the trend 
of thought on the Polish problem favoured by the majority of German soldiers in the days of 
the Reichswehr - let us say from the end of the nineteen-twenties onwards - whenever the 

question of armed conflict cropped up. 

Then the wheel of fate turned once again. Adolf Hitler appeared on the stage. Everything 
changed, including the basis of our relationship with Poland. The Reich concluded a non- 
aggression pact and treaty of friendship with our eastern neighbour. We were freed from the 
nightmare of a possible Polish attack. At the same time relations between Germany and the 

Soviet Union cooled off, our new ruler having only too clearly voiced his hatred of the 
Bolshevik system in public speeches. Poland was bound to feel less constrained politically in 

consequence of this new situation, but that was no longer a danger as far as we were 
concerned. German rearmament and Hitler's series of successes in the field of foreign policy 

made it improbable that she would use her new freedom of action against the Reich. And 
when she proved only too ready to take a hand in the partitioning of Czechoslovakia it seemed 
not unlikely that we could talk business about the frontier question. 

Until spring 1939, then, the High Command of the German Army never had any plan for 
offensive deployment against Poland on its files. Before that all our military measures in the 

east had been purely defensive in character. 


Was it to be the real thing this time-in autumn 1939? Did Hitler really want war, or would he, 
as with Czechoslovakia in 1938, bring the very limit of pressure to bear - militarily and 
otherwise - to settle the Danzig and Corridor questions? 

War or bluff? That was the question exercising the mind of everyone without any real insight 
into political developments, primarily into Hitler's own intentions. And who, for that matter, 
was vouchsafed any insight whatever into those intentions? 

At all events, it was entirely conceivable that the military measures taken in August 1939- 
despite Operation 'Order White'-were directed towards increasing political pressure on 
Poland. Since the summer, on orders from Hitler, work had been proceeding at feverish speed 
on an Ostwall- an eastern equivalent of the Siegfried Line. Whole divisions, the 18th among 
them, were moved to the Polish frontier in constant rotation to work on this fortification for 

several weeks at a stretch. What was the point of all this effort if Hitler were going to attack 
Poland? Even if, contrary to all his assurances, he were contemplating a war on two fronts, the 
Ostwall would still have been quite out of place, since the only proper action for Germany in 
such circumstances would be to attack and overwhelm Poland first while remaining on the 
defensive in the west. The reverse solution - offensive action in the west and defensive 
measures in the east - was quite out of the question with the present ratio of forces, especially 

as neither plans nor preparations for an offensive in the west had been made. So if the 
construction of an Ostwall were to have any rhyme or reason in the present situation, it could 

surely only be to exert pressure on Poland by placing large troop concentrations on her 
frontier. Even the deployment of infantry divisions on the east bank of the Oder in the last ten 
days of August and the movement of the armoured and motorized divisions into assembly 
areas initially west of the river need not really have been preparations for an attack: they 
could just as well have been a form of political pressure. 

Be that as it may, the peacetime training programme went on just as usual for the time being. 
On 13th and 14th August I had my last divisional exercise at Neuhammer, winding up with a 
march-past at which Colonel-General v. Rundstedt took the salute. On 15th August there was 
a big artillery shoot in co-operation with the Luftwaffe. It was marked by a tragic accident. 
An entire dive-bomber squadron, obviously wrongly informed about cloud altitude, failed to 
pull out of a dive in time and tore straight into a wood. There was one more regimental 
scheme the next day, and then the divisional units went back to their normal garrisons - 
though they were to leave for the Silesian frontier again only a few days later. 

On 19th August v. Rundstedt and I received instructions to attend a conference at the 
Obersalzberg on the 21st. On 10th August we drove from Liegnitz to my brother-in-law's 
estate near Linz and spent the night there, reaching Berchtesgaden the following morning. All 
the army group and army commanders and their Chiefs-of-Staff were reporting to Hitler, as 
well as the appropriate navy and Luftwaffe leaders. 

The conference — or rather Hitler's address, as he was not going to let the occasion turn into 
an open discussion after his experience at a conference with the Chiefs-of-Staff the previous 
year, before the Czech crisis - took place in the big reception-chamber of the Berghof that 
looked out towards Salzburg. Shortly before Hitler appeared Goring came in. He was an 
extraordinary sight. Up till now I had assumed that we were here for a serious purpose, but 
Goring appeared to have taken it for a masked ball. He was dressed in a soft-collared white 
shirt, worn under a green jerkin adorned with big buttons of yellow leather. In addition he 
wore grey shorts and long grey silk stockings that displayed his impressive calves to 
considerable effect. This dainty hosiery was offset by a pair of massive laced boots. To cap it 
all, his paunch was girded by a sword-belt of red leather richly inlaid with gold, at which 
dangled an ornamental dagger in an ample sheath of the same material. 

I could not resist whispering to my neighbour, General v. Salmuth: 

'I suppose the Fat Boy's here as a strong-arm man?' 

Hitler's speech on this occasion was the subject of various prosecution 'documents' at the 
Nuremberg trial. One of these asserted that he had indulged in the vilest of language and that 
Goring, delighted at the prospect of war, had jumped on the table and yelled 'Sieg HeilF All 
this is quite untrue. It is equally untrue that Hitler said anything about 'his only fear being a 
last-minute offer of mediation from some pig-dog or other'. While the tone of his speech was 

certainly that of a man whose mind was firmly made up, he was far too good a psychologist to 
think he could impress a gathering of this kind with tirades or bad language. 

The substance of the speech has been correctly reported in Greiner's book Die Oberste 
Wehrmachtfilhrung 1939-43. This report is based on a verbal summary given to the author by 
Colonel Warlimont for inclusion in his war diary and on shorthand notes taken by Admiral 
Canaris. A certain amount of information on the speech may also be gathered from Colonel- 
General Haider's diary - although here too, as in the case of the statements made by 
Warlimont and Canaris, I feel a number of things may have been included which were 
actually heard from Hitler on other occasions. 

The impression left on those of us generals who did not belong to the top circle of military 

leaders was approximately this: 

Hitler was absolutely determined to bring the German-Polish question to a head this time, 
even at the price of war. If, however, the Poles were to give in to German pressure, now 
approaching its climax in the deployment - albeit still camouflaged - of the German armies, a 
peaceful solution still did not seem excluded, and Hitler was convinced that when it came to 
the point the Western Powers would once again not resort to arms. He was at special pains to 
develop the latter thesis, his main arguments being: the backwardness of British and French 

armaments, particularly with regard to air strength and anti-aircraft defence; the virtual 
inability of the Western Powers to render Poland any effective help except by an assault on 
the Siegfried Line - a step which neither power was likely to risk in view of the great sacrifice 
of blood it would entail; the international situation, particularly the tension in the 
Mediterranean, which considerably reduced Britain's freedom of movement; the internal 
situation in France; and last but not least the personalities of the responsible statesmen. 
Neither Chamberlain nor Daladier, Hitler contended, would take upon themselves the decision 

to go to war. 

Logical and conclusive though his appreciation of the Western Powers' position appeared to 
be in many respects, I still do not think Hitler's audience was entirely convinced by his 
exposition. The British guarantee was certainly the only real obstacle to his designs, but it was 

nevertheless a pretty weighty one! 

What Hitler had to say about an eventual war with Poland could not, in my opinion, be 
interpreted as a policy of annihilation, which was the sense given to it by the Nuremberg 
prosecution. When Hitler called for the swift and ruthless destruction of the Polish Army, this 
was, in military parlance, merely the aim that must be the basis of any big offensive operation. 
At all events, nothing he had said could give us any hint of how he was to treat the Poles later 


The biggest surprise, and also the deepest impression, was caused, quite naturally, by the 
announcement of the impending pact with the Soviet Union. On our way to Berchtesgaden we 
had already read newspaper reports of the conclusion of an economic agreement, and that in 
itself was quite a sensation. Now we were told that Foreign Minister v. Ribbentrop, who was 
present at the conference and took leave of Hitler in our presence, was flying to Moscow to 
sign a non-aggression pact with Stalin. By this move, Hitler declared, he was depriving the 
Western Powers of their trump card, for even a blockade of Germany would be ineffectual 

from now on. Hitler hinted that in order to facilitate the pact he had already made 
considerable concessions to the Soviet Union in the Baltic and in respect of Poland's eastern 

frontiers, but his remarks gave no reason for inferring that there would be a complete partition 
of Poland. Indeed, he is now known to have still been considering leaving a Polish rump state 
in existence even after the campaign had started. 

As a result of Hitler's address neither v. Rundstedt nor I - and presumably none of the other 
generals either - concluded that war was now inevitable. Two factors in particular persuaded 
us that - as at Munich - there would be an eleventh-hour settlement. 

The first was that the pact with the Soviet Union now rendered Poland's position hopeless 
from the start. If Britain, virtually deprived of the weapon of blockade, were compelled to 
take the bloody course of attacking in the west in order to aid Poland, it seemed likely enough 
that, under pressure from the French, she would advise Warsaw to give in. Similarly it must 
henceforth be clear to Poland that the British guarantee was now practically inoperative. If it 
came to a war with Germany, moreover, she must expect the Russians to take action in her 
rear with a view to accomplishing their old demands on her eastern territory. What else could 

Warsaw do in this situation but give way? 

A further consideration was the conference we had just attended. What was its purpose? 
Hitherto, on the military side, the intention to attack Poland had been camouflaged in every 
possible way. The presence of divisions in the eastern areas had been explained by the 
construction of an eastern rampart; and to conceal the purpose of the troop movements to East 

Prussia, an enormous Tannenberg celebration had been arranged. Preparations for big 
motorized troop manoeuvres had been going on until the very last moment. There had been no 
official mobilization. Though these measures could not possibly escape the notice of the Poles 
and were obviously intended as political pressure, they had still been enveloped in the greatest 
secrecy and accompanied by every form of deception. Yet now, at the very height of the 
crisis, Hitler had summoned every one of his senior commanders to the Obersalzberg - an 
action that could not possibly be concealed. To us this seemed to be the climax of a policy of 
deliberate bluff. In other words, was Hitler not after all working for a settlement, despite his 
bellicose utterances? Was not this very conference meant to apply the final squeeze? 

Such were the thoughts of Colonel-General v. Rundstedt and myself as we left Berchtesgaden. 
While he travelled on ahead to our Neisse headquarters, I stopped on in Liegnitz for a further 
day with my family. This alone was a measure of my inner disbelief in the likelihood of an 

imminent outbreak of war. 

At noon on 24th August Colonel-General v. Rundstedt assumed command of the Army 
Group. On 25th August, at 3.25 in the afternoon, we received the following cypher message 

from the High Command of the army: 

'Operation Plan White: D-Day = 26.8: H-Hour = 0430.' 

So the decision to go to war - the decision we had not wanted to believe possible - had 

apparently been taken. 

I was at dinner with Colonel-General v. Rundstedt in our quarters at the Monastery of the 
Holy Cross in Neisse when the following order from the High Command came through by 


'Do not- repeat not- commence hostilities. Halt all troop movements. Mobilization to 
continue. Deployment for Plans White and West to proceed as scheduled.' 

Every soldier can judge what an eleventh-hour counter-order of this kind implied. Within the 

space of a few hours three armies moving straight for the frontier across a zone extending 
from Lower Silesia to the eastern part of Slovakia had to be brought to a halt - not forgetting 
that all headquarters staffs up to at least divisional level were also on the march and that there 
was still a security ban on wireless traffic. Despite all the difficulties, we managed to notify 
everybody in good time - a first-rate piece of work by the operations and signals staffs. 
Nevertheless, one motorized regiment in eastern Slovakia could only be stopped after an 
officer in a Fieseler Storch aircraft had landed at the head of the column in the darkness. 

We were not told Hitler's reasons for what seemed to be an eleventh-hour reversal of his 
decision to fight. All we heard was that the negotiations were continuing. 

It will be appreciated that we as soldiers were considerably shaken by leadership of this kind. 
The decision to go to war is, after all, the gravest that a head of state ever has to take. 

How could any man reach such a decision and then cancel it again in the space of a few hours 
- least of all when that cancellation placed him, in the military sense, at a severe 
disadvantage? As I pointed out above when describing the Obersalzberg conference, 
everything in the military sphere was aimed at taking the enemy by surprise. There was no 
public announcement of the mobilization, the first call-up being scheduled for 26th August - 
the day of the invasion that had this very moment been stopped. This meant that we were to 

march into Poland with nothing more than our sum total of armoured and motorized 
formations, plus a limited number of infantry divisions that were already in the frontier areas 
or in the process of being made 'immediately operational'. There could be no question now of 

catching the enemy unawares. For even though the movement of troops into their final 
concentration areas behind the frontier was being carried out by night, it could certainly not 
elude the enemy's attention, particularly as the motorized units in assembly areas west of the 
Oder had to form up in daylight in order to cross the river. Consequently, if there really were 
to be war, the other alternative must now come into effect - invasion with all our mobilized 
forces. The element of surprise was lost in any case. 

As the original decision to start hostilities could not be regarded as an act of ill-considered 
frivolity on Hitler's part, we could only deduce that the whole thing was simply a continuation 
of diplomatic tactics to bring ever-increasing pressure to bear on the Poles. So when, at 1700 
hours on 3 1st August, we received a fresh order 

D = 1.9: H = 0445, 

Colonel-General v. Rundstedt and I were sceptical, particularly as no mention was made of 
the negotiations having failed. Within our own Army Group, at any rate, we were all set this 
time, in view of what had occurred on 25th August, to cope with another last-minute stoppage 
of the operation. The General and I stayed up till midnight in anticipation of the countermand 

we thought might still come through. 

Only when midnight had passed and the last possibility of halting the operation had gone 
could there be no further doubt left: from now on the weapons would speak. 



THE FOLLOWING factors were decisive in determining the strategic position in the Polish 


First, the superiority of the German forces - provided that the German leadership were 
prepared to accept a considerable risk in the west in order to commit the bulk of its strength 

against Poland. 

Secondly, the geographical situation, which enabled the Germans to take the Polish Army in 
a pincer movement from East Prussia on one flank and Silesia and Slovakia on the other. 

Thirdly, the latent threat present in Poland's rear from the outset in the form of the Soviet 



The German planners accepted the above-mentioned risk in the west to the full. 

O.K.H. launched its attack against Poland with forty-two divisions of regular troops 
(including one newly formed armoured division, 10 Panzer) and one new infantry division 
formed from fortress troops in the Oder-Warta basin (the 50th). They consisted of twenty-four 
infantry divisions, three mountain divisions, six armoured divisions, four light divisions, four 
motorized infantry divisions and one cavalry brigade. Then came sixteen new divisions not 
formed until after the general mobilization and destined for use between the second and fourth 
waves. These could not initially be regarded as first-rate troops. Also assigned for the Polish 
campaign were the SS division Leibstandarte Adolf Hitler and one or two reinforced SS 


For the west this left only eleven regular divisions, some fortress troops amounting to about a 

division in strength (later to be formed into 72 Infantry Division), and thirty-five newly 
constituted divisions of second- to fourth-line troops. No armoured or motorized troops were 
available. There was thus a total of forty-six divisions, of which only three-quarters were 

conditionally fit to go into action. 

22 Infantry Division, which had been trained and equipped as an airborne division, was 
retained at the disposal of O.K.H. in the interior of the Reich. 

The bulk of our air forces were likewise committed against Poland in the form of two air 
fleets, a third, weaker one being kept in the west. 

The risks which the German leadership ran by distributing its forces in this way were 
undoubtedly very great indeed. Because of the unexpected brevity of the Polish campaign (a 

development due in part to the loser's own mistakes) and, above all, as a result of the 
complete inaction of Poland's Western allies at the time of her defeat, these risks have hardly 

ever been properly appreciated. 

It should be realized that at that particular juncture the German command had to reckon with a 
French Army some ninety divisions strong. In autumn 1939 (according to v. Tippelskirch) 
France actually raised 108 divisions in the space of three weeks! These consisted of fifty- 
seven infantry, five cavalry, one armoured and forty-five reservist or 'territorial' divisions, 
supported by strong army troops of tanks and artillery. 

[It should be noted, however, that part of these forces remained in North Africa and on the 

Alpine frontier in the initial stages. Author.] 

The last category had the advantage of being made up of fully trained reservists, whereas the 
new German formations consisted to a great extent of raw recruits or reservists from the First 

World War. 

There can be no doubt, then, that the French Army far outnumbered Germany's forces in the 

west from the very first day. 

The British contribution of land forces, on the other hand, was quite insignificant. It amounted 
to a mere four divisions, and even these did not arrive until the first half of October. 

The basis of the German plan of operations against Poland was to make maximum use of the 
way the frontier ran in order to envelop the enemy from the start. Thus the German armies 
deployed in two widely divided flank groups which left the central sector (the Oder-Warta 

basin) almost wide open. 

Northern Army Group (Commander Colonel-General v. Bock, Chief-of-Staff General v. 
Salmuth) comprised two armies embracing a total of five infantry and one armoured corps. 
Under command of these were nine regular infantry divisions (including the newly formed 50 

Infantry Division, which consisted of fortress troops and was not up to strength), eight 
infantry divisions established on mobilization, two armoured divisions (plus the newly formed 
tank task force 'Kemp'), two motorized infantry divisions and one cavalry brigade - in all 
twenty-one divisions. Supplementing these in East Prussia were the fortress troops of 
Konigsberg and Lotze; in Pomerania, the Netze Brigade. 

Of this Army Group, Third Army (General v. Kiichler) deployed in East Prussia and Fourth 
Army (Colonel-General v. Kluge) in East Pomerania. 

The task of the Army Group was to thrust through the Polish Corridor, to throw the mass of 
its forces on the east of the Vistula towards the south-east or south, and then, after forcing the 
Narew line, to take any Polish defence of the Vistula from the rear. 

Southern Army Group (Commander Colonel-General v. Rundstedt, Chief-of-Staff General v. 
Manstein) was considerably stronger. It consisted of three armies — Fourteenth (Colonel- 
General List), Tenth (Colonel-General v. Reichenau) and Eighth (Colonel-General 
Blaskowitz). In all, the Army Group had eight infantry and four armoured corps, totalling 
fifteen regular infantry divisions, three mountain divisions, eight newly drafted divisions and 
the bulk of the mechanized formations - four armoured, four light and two motorized infantry 
divisions. This made a total of thirty-six divisions. 

The Army Group deployed Fourteenth Army in the Upper Silesian industrial region, eastern 
Moravia and western Slovakia, Tenth Army in Upper Silesia around and to the south of 

Kreuzberg, and Eighth Army in central Silesia eastward of Oels. Its task was to defeat the 
enemy in the large bend of the Vistula and in Galicia, to dash for Warsaw with strong 
motorized forces, taking the Vistula crossings as fast as possible on a broad front, and then, in 
conjunction with Northern Army Group, to destroy the remainder of the Polish Army. 


Peacetime Poland had thirty infantry divisions, eleven cavalry brigades, one mountain brigade 
and two motorized (armoured) brigades. In addition to these there were a few Frontier Corps 
regiments, a large number of Home Defence (O.N.) battalions and naval troops stationed in 

the Gdynia-Hel area. 

In other words, her aggregate strength was pretty considerable. Her weapons, however, dated 
mainly from World War I, and her air force of some 1,000 aircraft, was also not up to modern 


Germany had expected Poland to double the number of her divisions in the event of war, 
though it seemed doubtful whether the requisite arms were available. According to v. 
Tippelkirch in his History of the Second World War, Poland drafted only enough regiments 
for ten reserve divisions prior to the outbreak of hostilities, and even then she apparently had 
no time to embody all of them in their scheduled divisions. Nevertheless, German Intelligence 
did identify a number of reserve divisions in the course of the campaign. 

The Polish High Command disposed its forces as follows: 

Deployed along the East Prussian frontier, in front of the Bobr-Narew- Vistula line, were: 

(I) a combat group of two divisions and two cavalry brigades between Suwalki and tomza, 


(ii) the Modlin Army of four divisions and two cavalry brigades on both sides of Mlawa. 

In the Corridor was the Pomorze Army of five divisions and one cavalry brigade. 

Facing the German frontier from the Warta to the Slovakian frontier were three armies: 

(i) the Poznan Army, with a strength of four divisions and two cavalry brigades, in the western 

part of Poznan Province; 

(ii) the Lodz Army (four divisions and two cavalry brigades) around Wielun; and 

(iii) the Cracow Army (six divisions, one cavalry and one motorized brigade) between 
Czestochowa and Nowy Targ. Behind the two last-named armies was the Prussia Army (six 
divisions and one cavalry brigade) in the area Tomaszow-Kielce. 

Finally, the deep flank along the Carpathian frontier was to be covered by a Carpathian 
Army — composed mainly of reserve units and O.N. battalions - in echeloned formation. 

A reserve group (General Piskor's Army), consisting of three divisions and one motorized 
brigade, remained on the Vistula in the area Modlin- Warsaw-Lublin. In the course of the 

campaign, moreover, an independent Polesie Group was formed east of the Bug, presumably 

for protection against Russia. 

In the event, the Polish deployment was still in progress when the German invasion started, 
and for this reason it was probably never properly completed in the form described above. 


It is difficult to decide the strategic aim of the Polish deployment, unless it was based on a 
wish to 'cover everything' and surrender nothing voluntarily. It was a policy that usually leads 
to the defeat of the weaker party. Hitler was to have a similar experience only a few years 
later — without ever learning his lesson from it. 

Now, the difficulty of Poland's strategic position was really quite obvious, consisting as it did 
in the inferiority of the Polish forces and the fact that the line of the frontier enabled Germany 

to attack from two — later even from three - sides at once. So when the Polish High 
Command still could not resist trying to 'hold on to everything', this only went to show how 
difficult it is to reconcile psychological and political inhibitions with hard military fact. 

Apart from Marshal Pilsudski and one or two sober-minded politicians, probably no one in 
Poland ever quite realized in what a dangerous situation the country had landed itself by 
enforcing its unjustified territorial demands on the neighbouring States of Russia and 
Germany. Yet this same Poland numbered only 35 million inhabitants, of whom a mere 22 

million were of Polish nationality, the rest belonging to the German, Ukrainian, White 
Russian and Jewish minorities, all of which had been oppressed to one degree or another. 

Besides, in their reliance on their French allies, people in Poland had undoubtedly spent far 
too long in the years of Germany's (and the Soviet Union's) military weakness dreaming of a 
chance for aggression against the Reich. Some had dreamt of raids on isolated East Prussia or 
- thanks to the propaganda of the Polish Insurgents' League - on German Upper Silesia; others 
had even considered a march on Berlin, either by the shortest route through Poznari and 
Frankfurt or by first conquering Upper Silesia and then advancing on the capital west of the 


Admittedly such dreams had been frustrated by Germany's fortification of East Prussia and 
the Oder-Warta basin and later by her rearmament. But it is unlikely that Poland's politicians 

and soldiers, banking on a simultaneous French offensive in the west, ever put such 
aggressive ideas right out of their minds. Defensive though the above dispositions may well 
have been in the first instance, it is reasonable to infer that they were meant to leave the door 
open for offensive action at a later date, as soon as the first French assistance had made itself 


For the rest, the Polish General Staff did not possess its own tradition of generalship shaped 

by long experience. On the one hand the Polish temperament was more disposed towards 
attack than defence. It is fair to assume that the mind of the Polish soldier was still coloured, 

at least subconsciously, by romantic notions from bygone days. I am reminded here of a 
portrait I once saw of Marshal Rydz-Smigly painted against a background of charging Polish 

cavalry squadrons. On the other hand the newly founded Polish Army was French-taught. 
This, in view of the fact that French military thought since 1918 had been based on experience 

of static warfare, could hardly have imbued the Poles with a sense of operational speed and 


It is conceivable, then, that except for a desire not to abandon anything to the enemy, the 
Polish deployment plan had no clear-cut operational objective whatever and amounted merely 
to a compromise between the aggressive ambitions of yesteryear and the necessity of 
preparing for defence against a superior opponent. At the same time the Poles made the 
mistake of assuming that the Germans would carry out an offensive on the French pattern and 
that this would soon degenerate into positional warfare. Of some interest in this connexion is 
a confidential report which we received just before the outbreak of war on the subject of 
Poland's allegedly offensive intentions. It emanated from a source - hitherto regarded as 
completely reliable - in the immediate circle of either the Polish President or Marshal Rydz- 

Smigly, and contended that the Polish deployment would be offensive in character and 
include the concentration of strong forces in the province of Poznan. Most remarkable of all 
was the allegation that this plan of campaign had actually been proposed, if not demanded, by 
the British! In the circumstances we found the whole thing rather improbable. Yet it was to 
emerge later that the Poles actually did assemble relatively strong forces in Poznan Province, 
notwithstanding the fact that from their own point of view this was the least likely direction 
from which to expect a German attack. The Poznan Army was to meet its fate in the battle on 

the River Bzura. 

In point of fact there had been no lack of sensible suggestions on the Polish side. As Colonel 
Hermann Schneider reported in the Militarwissenschaftliche Rundschau in 1942, General 
Weygand had suggested putting the defence behind the line of the rivers Niemen, Bobr, 
Narew, Vistula and San. Operationally this was the only proper recommendation to make, 
since it eliminated the possibility of encirclement by the Germans and would also, by virtue of 

the river obstacles, have considerably strengthened the defence vis-a-vis the German tank 
formations. What was more, this line was only about 375 miles long, in contrast to the 1,125- 
mile arc described by the Polish frontier from Suwalki to the Carpathian passes. Acceptance 

of this suggestion would, of course, have necessitated abandoning the whole of western 
Poland, which embraced the country's most precious industrial and agricultural areas, and it is 
hardly likely that any Polish Government would have survived such a step. What also had to 

be borne in mind was the fact that a withdrawal as extensive as this at the very start of 
hostilities was hardly likely to increase French aggressiveness in the west, and it was an open 
question whether surrendering the whole of western Poland to the Germans would not 
encourage the Russians, for their part, to take immediate steps to secure their share of the 

spoils in the east. 

Consequently, Colonel Schneider tells us, another solution was put forward by General 
Kutrzeba, Director of the Polish Military Academy, in a memorandum he submitted to 
Marshal Rydz-Smigly at the beginning of 1938. He insisted that there could be no question of 
giving up 'Poland's vital strategic zone', which embraced both the industrial regions of Lodz 

and Upper Silesia and the valuable agricultural areas of Poznan, Kutno and Kielce. 
Accordingly he proposed a deployment plan which, while dropping any attempt to hold the 

Corridor or Poznan Province, substantially resembled the one ultimately implemented in 
1939. To buttress the Polish defences, a far-reaching system of fortifications was to be built 
south of the East Prussian frontier, in a wide arc from Grudziadz to Poznan, and along the 
Silesian frontier from Ostrowo, through Czestochowa to Cieszyn. At the same time, General 

Kutrzeba pointed out, attention should be paid to preparing 'sally-ports' for later attacks 
against both East and West Prussia and Silesia. That to build such far-flung fortifications in 

adequate strength would have exceeded Polish potentialities was only too clear. Nevertheless, 

General Kutrzeba had recognized Poland's military inferiority vis-a-vis the Reich. His 
appraisal of French support was equally clear-sighted, since he took it for granted that, even if 

France rendered the maximum military assistance, Poland would be thrown on her own 
resources for the first six or eight weeks. He therefore envisaged a 'strategic defence' along the 
western periphery of the above-mentioned 'vital zone', in the interior of which reserves were 
to assemble for the decisive operations later on. 

As I have said, the deployment carried out by the Polish Army in 1939 was very similar to 
that recommended by the General. The latter, however, had envisaged making the main effort 
in the area Torun-Bydgoszcz-Gniezno, whereas in 1939 there tended to be two focal points — 
one in the area around East Prussia and the other opposite Silesia. 

The Polish deployment of 1939, aimed as it was at covering everything, including the forward 
province of Poznan, was bound to bring defeat, in view of the Germans' superiority and their 
ability to outflank. How, then, should Poland have operated to avoid such a defeat? 

The first question to settle was whether the 'vital strategic zone' referred to by General 
Kutrzeba was to be lost by itself or — as a result of a German envelopment from East Prussia, 
Silesia and Slovakia — together with the Polish Army. It was the same sort of question as I 
kept asking Hitler in the years 1943-4 every time he called on me to hold the Donetz Basin, 

the Dnieper and other areas of Russia. 

To my mind, the answer to Poland's problem was perfectly clear. As far as her High 
Command was concerned, everything must hinge on the Polish Army's ability to hold out at 
all costs until an offensive by the Western Powers compelled the Germans to withdraw the 
mass of their forces from the Polish theatre. Even though the loss of the industrial areas would 
appear on the face of it to render Poland incapable of fighting a war of any length, the army's 
continued existence as a combat force would still have held out the prospect of winning them 
back. Whatever happened, the Polish Army must not allow itself to be encircled to the west or 

on both sides of the Vistula. 

The whole crux of Poland's problem was to play for time. Obviously no decisive defence 
could be contemplated anywhere forward of the Bobr-Narew- Vistula line, although it might 
be possible on the southern flank to move this front up as far as the Dunajec with a view to 
holding on to the central Polish industrial area between the Vistula and the San. 

The most important thing of all would have been to eliminate any possibility of encirclement 
by the Germans from East Prussia and western Slovakia. A means of doing so in the north 
was offered by the line of the Bobr-Narew and the Vistula down as far as the fortress of 
Modlin or Wysograd. This, at any rate, formed a strong natural obstacle, and additional 
support was afforded by the former Russian fortifications, obsolete though they were. A 
further point was that if any German armour at all appeared from East Prussia, it was unlikely 

to be in great strength. 

The problem in the south was to obviate an outflanking manoeuvre deep in Poland's rear by 
defending the Carpathian passes. Both tasks could undoubtedly have been fulfilled with 

limited forces. To deploy the Polish forces forward of the Bobr-Narew line was just as big a 
blunder as pushing strong forces out into the Corridor and the bulge of Poznan Province. 

Once the necessary guarantees had been created against such deep outflanking in the north 
and south, it would have been possible to fight a delaying action in the west of Poland, always 
bearing in mind that the main German thrust was to be expected from Silesia. One reason for 
this was that the rail and road network in that part of the world allowed a quicker 
concentration of powerful forces than could be effected in Pomerania or, for that matter, in 
East Prussia; the other was that a drive on Warsaw via Poznan, being purely frontal, would 
have been operationally the least effective, and was therefore improbable. 

The Polish assembly of forces should not have taken place in the vicinity of the frontier, as 
happened in 1939, but far enough back for the defenders to identify the main direction of the 

German thrusts. This would have meant managing with a bare minimum of forces in the 
Corridor and the Poznan area in order to oppose the main thrust from Silesia in the greatest 
possible strength and, above all, to keep an adequate strategic reserve in hand. Had Poland 
concentrated on improving the former German fortifications on the Vistula between Torun 
and Grudziadz, instead of so long indulging in dreams of aggression she could at least have 

delayed the link-up of the German forces advancing from Pomerania and East Prussia; 
similarly, by properly fortifying Poznan, she could have curtailed the Germans' freedom of 

movement in that province. 

One further point is that the idea of utilizing the inner defence line to deal counterblows in the 
north or south of western Poland, according to the way the situation developed, would hardly 
have worked out in practice. There was insufficient space available for operations of this sort, 
and the Polish railway network would not have stood the strain. Besides, the possibility had to 

be borne in mind that big troop movements would very soon have been hampered by the 
Germans' air forces and tank formations. Consequently there was nothing for it but to plan the 

really decisive defence as far back as the Bobr-Narew-Vistula-San (or -Dunajec) line, and 
merely to fight for time anywhere forward of this - always remembering that one had to place 
the main effort opposite Silesia from the very start and simultaneously ensure due protection 

on the northern and southern flanks. 

No one can argue that any of these measures would have saved Poland from ultimate defeat 
if- as proved to be the case - she were abandoned to her fate by the West. Nevertheless, they 
would have saved the Poles being so easily overrun in their frontier areas, as a result of which 
the Polish High Command was unable either to fight a set battle in the Vistula bend or to 
withdraw its forces behind the great line of rivers and take up a prepared defence. 

From the very first day Poland could only fight for time. All she could do was to hold out 
against German attacks - ultimately behind the river line - until an Allied offensive in the west 

compelled the Germans to pull back. It should therefore have been incumbent on the Polish 
military leaders to tell their Government quite bluntly that they could not go to war against the 
Reich without a binding guarantee from the Western Powers that the moment hostilities broke 
out they would launch an offensive in the west with all the resources at their disposal. 

No Government could have disregarded such a warning in view of the decisive influence 

wielded at the time by the Polish Commander-in-Chief, Marshal Rydz-Smigly. The 
Government ought to have come to terms on the Danzig and Corridor question while there 
was still time, if only to postpone a war with Germany. 

In 1940 our troops in France captured a letter, dated 10th September 1939, from General 
Gamelin to the Polish military attache in Paris. It was obviously a reply to an inquiry from the 

Poles as to when they could expect any effective military assistance. The comments made by 
Gamelin for onward transmission to Marshal Rydz-Smigly were as follows: 

'More than half our regular divisions in the north-east are in action. Since we crossed 
the frontier the Germans have been resisting energetically, despite which we have made 
some headway. However, we are tied down in a static war with an enemy well prepared 

for defence, and I have not yet all the necessary artillery There has been aerial 

warfare from the outset in conjunction with the operations on the ground, and we are 
conscious of having a considerable part of the Luftwaffe opposite us. 

'I have thus fulfilled in advance my promise to start the offensive with my main forces a 
fortnight after the first day of the French mobilisation. It was impossible for me to do 


It follows from this that Poland did in fact have a guarantee from the French in her 
possession. The only question is whether the Polish High Command should have been 
satisfied with one which did not commit the French to 'start the offensive' till a whole 
fortnight had elapsed. In any case, events have since shown that the above promise was meant 
to imply anything but swift and effective aid to Poland. 

Poland's defeat was the inevitable outcome of the Warsaw Government's illusions about the 
action its allies would take, as well as of its over-estimation of the Polish Army's ability to 

offer lengthy resistance. 




WHEN OUR troops crossed the Polish frontier at daybreak on 1st September 1939, we of the 
Army Group Staff were naturally at our posts in the Monastery of the Holy Cross at Neisse. 
This was a training establishment for Catholic missionaries situated outside the town and 
offered an ideal wartime setting for a senior headquarters staff by virtue of its size and 
seclusion and the unembellished state of its classrooms and cells. To a certain extent the 
Spartan existence of its normal inmates, from whom we had taken over part of the building, 
reflected itself in our own standard of living, for though our camp commandant came from the 

famous Lowenbrau in Munich, he showed little inclination to pamper us. As a matter of 
course we drew ordinary rations like any other troops, and the midday stews we got from the 

field kitchen certainly gave us no cause for complaint. On the other hand, I really cannot 
believe that the evening menu need have been limited day after day to army bread and hard 
preserved sausage, which our older gentlemen had considerable difficulty in masticating. 
Fortunately the monks helped out with occasional lettuces or vegetables from their kitchen 
garden. On a number of evenings the Army Group commander and his senior staff were 
joined by the Abbot, who retailed fascinating accounts of the self-sacrificing work of the 
missionaries in distant parts of the globe. This was a welcome distraction, however brief, from 
the burning problems which the immediate future presented. 

September 1st put an end to these talks, however. Henceforth the battle claimed every 
moment of our time. The fact that we were in our offices so early that morning was due less to 
any practical necessity than to the feeling that we had to be in readiness from the very 
moment our troops made contact with the enemy. For it was certain that many hours would 
pass before we heard any vital news from the armies under our command. These were the 
hours familiar to anyone who has worked on a higher formation staff- the phase in which 
events have already begun to take their course and one can only await developments. 

The soldier at the front knows the tremendous tension that mounts before an attack, as the 
platoon commander's watch ticks steadily on to the moment of release when the assault can 
go in. From then on, however, the front-line fighter is completely taken up with the battle 
around him and quite oblivious of anything else. The difference with a formation staff- and 
the higher one goes the more this applies - is that the moment of attack marks the beginning 
of a period of waiting that is charged with suspense and anxiety. Subordinate formations quite 
rightly dislike getting inquiries about the progress of a battle, which they are liable to interpret 
as a sign of nervousness. Consequently it is better just to sit and wait. A point worth noting in 

this respect is that the saying about bad news travelling fast seldom applies in the military 
sphere. Whenever things are going well, news usually finds its way back quickly enough. If, 

on the other hand, the attack gets stuck, a blanket of silence descends on the front, either 
because communications have been cut or because those concerned prefer to hang on till they 

have something more encouraging to report. 

And so the tension breaks only when the first reports come in, whether these be good or bad. 
Pending their arrival we, too, could only sit and wait. Would the troops on whom we had 

expended so much labour and effort, but whose training had been carried out far too quickly, 
come up to expectation? In particular, would the big armoured formations, the organization 
and use of which constituted something completely new, justify the hopes of their creator, 
General Guderian, and ourselves? Would the German headquarters staffs, in particular our 
own Army Group, be able to master the opening situation and go on to win a complete victory 

that would destroy the enemy while he was still west of the Vistula and remove any danger of 
a war on two fronts? Such were the questions running through our minds in those hours of 

tension and uncertainty. 


It was envisaged in O.K.H.'s plan for a large-scale outflanking operation against the Polish 
Army from East Prussia and Silesia that Northern Army Group, having once established a link 
between East Prussia and Pomerania by expelling the Polish forces from the Corridor, would 
be able to get straight behind the Vistula in order to attack the main enemy forces in the large 

bend of the river from the rear. 

The task that must devolve on Southern Army Group, on the other hand, was to try to engage 
the enemy as far forward as the Vistula and to frustrate any attempt he might make to 
withdraw behind the line of the Vistula and San. This meant that Tenth Army's tank 
formations, with its infantry divisions following as closely as possible behind, must make a 
concerted effort to over-run the enemy troop assemblies that would probably be taking place 

near the frontier, and that the tanks should if possible reach the Vistula crossings from 
Demblin to Warsaw ahead of the enemy. It also presupposed that Fourteenth Army, which 
was to advance through Galicia, would reach and cross the San with the greatest possible 
speed. In the event of the enemy's intending to place his decisive resistance as far back as the 

San and Vistula, this army could immediately unhinge the river defences from the south and 

join up - deep in the enemy's rear - with the eastern wing of Northern Army Group as it 
approached from the north. Fourteenth Army was bound to be assisted here by the fact that its 
right wing, by extending so far eastward into Slovakia, constituted an immediate threat to the 
deep flank of the enemy forces concentrating in the Cracow area, and thereby made it 
impossible to effect any protracted defence of Galicia. 

Such was the course of action on which Southern Army Group based its operations in Poland. 
It strove throughout to engage and destroy the main body of the enemy forward of the Vistula, 
but at the same time remained ready to anticipate any attempt he might make to avoid 
accepting the decisive battle until he was behind the San- Vistula line. 

Instead of giving a day-to-day account of the operations, useful though a detailed survey of 
this 'lightning' campaign would undoubtedly be, I would rather confine myself to a broad 
outline of its essential phases. These, partly in chronological sequence and partly 

simultaneous, were as follows: 

The heavy frontier battles fought by Fourteenth Army in Galicia and the latter's subsequent 
pursuit of the beaten enemy to Lwow and over the San. 

Tenth Army's breakthrough to the Vistula and the Battle of the Radom Pocket. 

The Battle of the Bzura, which was conducted direct from H.Q. Southern Army Group and led 
to the destruction of the strongest enemy grouping by Eighth and Tenth Armies. 

The attack on Warsaw and the final battles which resulted from the frequent changes in the 
agreements entered into by Germany's political leaders with the Soviets, who were by now 
marching into Eastern Poland. The latter crossed the Polish frontier on 17th September 1939. 


The first object of Fourteenth Army was to encircle the strong enemy forces believed to be in 
the area of Cracow. This encirclement was already inherent in the army's extensive 
deployment from Silesia through the region of Moravska Ostrava (Mahrish-Ostrau) to the 


While 8 Corps (General Busch - 8 and 28 Infantry and 5 Panzer Divisions) was to break 
through the strong Polish frontier fortifications in eastern Upper Silesia and then advance on 
Cracow along the north of the Vistula, 17 Corps (General Kienitz - 7 and 44 Infantry 
Divisions) moved on Cracow to the south of the Vistula from Moravia. 

The task of directly outflanking the enemy forces thought to be around Cracow fell to two 

further army corps: 

22 Panzer Corps (General v. Kleist - 2 Panzer and 4 Light Divisions), which was to drive on 
Cracow from the south out of the Orava Valley in the western Carpathians, and 1 8 (Mountain) 

Corps (General Beyer - 2 and 3 Mountain Divisions), which was to break out of the Poprad 
Valley east of the High Tatra with the aim of advancing through Nowy S'cz (Neu-Sandez) on 
Bochnia (west of Tarnow) and taking the enemy at Cracow in the rear. 

Still further east the Slovakian forces later released by O.K.H. had to attack through the Dukla 
Pass, so well known from World War I days, 1 Mountain Division, a seasoned Bavarian 
formation, and two reserve divisions were allocated to this enveloping wing later on. 

Though Fourteenth Army's initial battles - in particular those fought by 8 Silesian Corps for 
the Polish frontier fortifications - proved hard going, the issue in these frontier regions was 
virtually decided already from the operational point of view by the outflanking movement 
from the Carpathians. Admittedly the proposed encirclement of the enemy grouping around 
Cracow did not come off in the literal sense, as the enemy recognized the danger threatening 
him and duly evacuated western Galicia. But the bulk of his forces were still smashed in these 
first battles and the chase that followed, in the course of which 22 Panzer Corps succeeded in 
overhauling its quarry. They took the army's right wing, the Mountain Corps and 17 Corps, as 
far as Lwow and the fortress of Przemys 3 , both of which were captured. The left wing, 
consisting of the Panzer Corps, 8 Corps and 7 Corps allocated to the army by the Army 
Group, was able to cross the San above its junction with the Vistula, and though our 
opponents fought back bravely in the subsequent battles, which were in part extremely heavy, 
further enemy forces - some of them coming from Warsaw or Northern Army Group's front - 
were wiped out. In due course we joined hands with the left wing of Northern Army Group. 

By 15th September, Lwow and Przemycel having fallen, the pursuit was virtually over, even if 
the destruction of the remaining Polish units in this area and east of the San was to call for 

further fighting. 



While the object of Fourteenth Army's operations - apart from annihilating the forces 
deployed in western Galicia - was to pursue and catch a retreating enemy, and thereby prevent 
him at all costs from making a fresh stand behind the Vistula, the task of the two armies 
attacking from Silesia was to make him accept a decisive battle forward of the river. The 
crucial role of thrusting through to the Vistula devolved on the stronger Tenth Army, with its 
powerful complement of armour, while the weaker Eighth Army was to cover the northern 
flank of the operation against the enemy forces believed to be in the Kalisz-Lodz area and 

Poznan Province. 

Tenth Army attacked from Upper Silesia - the left wing from around Kreuzburg - with fours 
corps up. Reading from right to left, these were 15 Motorized Corps (General Hoth - 2 and 3 
Light Divisions), 4 Corps (General v. Schwedler - 4 and 46 Infantry Divisions), 16 Panzer 
Corps (General Hoepner- 1 and 4 Panzer Divisions, 14 and 31 Infantry Divisions) and 1 1 
Corps (General Leeb - 18 and 19 Divisions). 14 Motorized Corps (General v. Wietersheim- 
13 and 29 Motorized and 1 Light Divisions) followed up. 

Following behind the army as an Army Group reserve were 7 Corps (General v. Schobert - 27 
and 68 Infantry Divisions) and 62 Infantry Division. 

Eighth Army, composed of 13 Corps (General v. Weichs — 10 and 17 Infantry Divisions and 

the motorized Leibstandarte) and 10 Corps (General Ulex - 24 and 30 Divisions), had to 
advance in deeply echeloned formation in the direction of Lodz. This army, too, was followed 
by two divisions (213 and 221) of the Army Group reserve. 

Immediately after the German armies had crossed the frontier at dawn on 1st September 1939, 
violent fighting started, in the course of which the enemy was thrown back. For the next few 
days our big problem was whether he would still seek to join the decisive battle forward of the 
Vistula or whether his object in the present fighting was to gain time in which to get his forces 

back behind the river. Initially, at all events, there were signs of strong enemy groupings 
forming in the mountainous country of £ysa Gora around Kielce, at Radom and around £odz. 

What decided the battles of these first few weeks, however, were probably two factors which 
had appeared for the very first time in this campaign. 

One was the tearing open of the enemy's front by tank formations which penetrated deep into 
his rear areas and with which, incidentally, our infantry divisions were hard pressed to keep 


The other was the almost complete elimination of the enemy's air force and the crippling of 
his staff communications and transport network by the effective attacks of our Luftwaffe. For 
these reasons no centralized control of operations was ever really achieved by the Poles. 

By reason of the situation on the enemy side, Army Group H.Q. found it necessary to set 
Tenth Army two objectives. One group on the right (14 Motorized Corps and 4 Corps), 
followed through by 7 Corps (which was not moved over to Fourteenth Army until later on), 
had to attack and defeat the enemy grouping still assembling around Radom. Another group 
on the left, consisting of 16 Panzer Corps, 14 Motorized Corps and 1 1 Corps, was to cut off 
the enemy's line of retreat from the £odz area to Warsaw while Eighth Army attacked from 

the west. 

In pursuit of these orders, Tenth Army succeeded in engaging the Radom grouping in the 
wooded mountains of £ysa Gora while the mobile 15 Motorized Corps moved in between it 
and the Vistula crossings of Opatow and Demblin and the 14 Motorized Corps, operating 
from the army's left-hand group in the north, also barred the way to Warsaw. By 9th 
September the first 'pocket' of the war had closed round an enemy army. Though the fighting 
in the Kielce-Radom region went on till 12th September as a result of the enemy's efforts to 
burst out of the ring enclosing him, his fate was already sealed. By the end of the battle 
60,000 prisoners and 130 guns were in our hands and the enemy had forfeited seven divisions. 
Even if he had succeeded in getting back across the Vistula, this would not have helped him, 
for on the day the Battle of Radom ended Fourteenth Army already had its 1 Mountain 
Division at the gates of £wow, and the army's left wing, through having crossed the lower 
San, was in a position to unhinge any enemy defence of the Vistula. 

Meanwhile 16 Panzer Corps, which belonged to the left-hand group of Tenth Army, had 
fought its way to the Vistula crossing of Gora Kalwaria, south of Warsaw, and one armoured 
division had penetrated into the south-west suburbs. These forces were actually too weak to 
capture a city fortified as Warsaw was, and the armoured division had to be pulled out again. 
The fact remained, however, that the enemy's western approach to the capital was now 



While fighting was still going on in the Radom area, even if signs of victory there were 
already apparent, our attention was drawn to the northern wing of the Army Group as a result 

of an enemy initiative. 

During the first nine days of the campaign everything had run so smoothly and so completely 
according to plan that one was tempted to believe that little could happen now to interrupt or 

cause any real change in the scheduled course of operations. Nonetheless I still had a vague 
feeling that something was brewing on the northern flank of the Army Group. We knew, after 
all, that the enemy had assembled strong forces in Poznan Province which had not yet come to 

light. For this reason, on 8th and 9th September I had repeatedly pointed out to the Chief-of- 

Staff of Eighth Army that he must pay special heed to reconnaissance on his northern flank. 
Discussions between ourselves and O.K.H. regarding the location of these Poznan forces had 

produced a teleprinter message from O.K.H. on 9th September to the effect that the enemy 
was moving them off to the east with all the transport he could muster, and that a threat to 
Eighth Army's deep flank need no longer be feared. Nevertheless we reckoned that there must 
be some ten enemy divisions south of the Vistula between £odz and Warsaw. 

It will be recalled that the Army Group had intended to use Tenth Army to block the route 
back to Warsaw of an enemy grouping of five or six divisions thought to be around £odz, 
while Eighth Army had also been directed to attack this force from the west. Eighth Army's 
original task - the provision of deeply echeloned protection to the entire Army Group 
operation on its northern flank - naturally still held good. 

It would appear, nevertheless, that H.Q.. Eighth Army paid rather more attention to the afore- 
mentioned task than to developments in the north, for early on 10th September it reported a 
surprise attack from that quarter against its 30 Division, launched by considerably stronger 
enemy forces. The situation threatened to become critical, as attempts by the army to restore it 

by counter-attacks failed one after the other. However, the army still reckoned on halting the 
enemy - who was undoubtedly present in strength and presumably composed in the main of 

forces drawn back from Poznan Province - and for this purpose wheeled both its corps round 
to form a defensive front facing north. All the same it asked to be quickly reinforced by one 

panzer corps in order to prevent any southward enemy breakthrough to £odz, which had been 

occupied without resistance on 9th September. 

Army Group H.Q., however, was by no means disposed to see the situation of Eighth Army 
restored by a reinforcement of its front. Even if a local crisis- and possibly a serious one at 

that- were to arise here, it would have not the least bearing on the operations as a whole. On 
the contrary, it actually offered us the chance of winning a big victory, since strong enemy 
forces had now been committed to a battle west of the Vistula, and this, if the right actions 
were taken on our own side, would end in their destruction. 

Instead of acceding to Eighth Army's request for the additional support of a panzer corps, 
therefore, Army Group H.Q.. started making preparations for the enemy's encirclement. The 
two divisions following Eighth Army as an Army Group reserve were anyway still 
approaching from the west, and these could be presented against the western flank of the 
enemy now attacking Eighth Army from the north. For the same purpose a light division was 
ordered over from the battle now drawing to a close around Radom. What the Army Group 
desired above all was to compel the enemy to fight a battle with reversed front. To this end it 

directed Tenth Army to turn round 16 Panzer Corps, now at the southern perimeter of 
Warsaw, and 1 1 Corps, which was following the latter, in order to intervene in Eighth Army's 
battle from the east. The latter's own task was to hold off the enemy as long as he kept up his 
assault, but once this perceptibly slackened off, to go over to the attack. 

As a result of impressions gathered by Colonel-General v. Rundstedt and myself on visits to 
H.Q.. Eighth Army at this time (during one of which Hitler was also present), Army Group 
decided to assume direct control of the operation. The attack by the two corps of Tenth Army 
intervening from the south and south-east was to be directed by Colonel-General v. Reichenau 
himself, while H.Q. Eighth Army was left in charge of the fighting of its two corps facing 
north and the envelopment of the enemy from the west. Finally, at the request of our Army 
Group, 3 Corps, which had crossed the Vistula from the north in the enemy's rear as part of 
Northern Army Group, was brought in to close the ring. When it became apparent in the 
course of the battle that large elements of the enemy were striving to escape along the Vistula 
to the fortress of Modlin, Army Group even pulled up 15 Motorized Corps from the Radom 

region to block this last escape route. 

After heavy fighting in which the enemy had tried to break out first to the south, then to the 
south-east and ultimately to the east, his resistance finally collapsed on 18th September. By 
20th September Tenth Army had reported the capture of 80,000 prisoners and booty 
amounting to 320 guns, 130 aircraft and 40 tanks. Eighth Army reported 90,000 prisoners and 
as yet uncalculated amounts of captured equipment. Nine enemy infantry divisions, three 
cavalry brigades and elements of ten further divisions had been involved in this defeat - in 
point of fact many more formations than we had supposed. 

The Battle of the Bzura was the biggest self-contained action of the Polish campaign and 
constituted its climax, even if not its decisive engagement. 

The latter, operationally speaking, lay in the far-flung envelopment of the entire Polish forces 
by Northern Army Group in the north and Fourteenth Army in the south. Whether this one 
large-scale counter-move arose from a hope on the part of the Polish Command that it could 
still change its fortune in the Vistula Bend, or whether it was merely directed towards clearing 
the way to Warsaw for the enemy forces south of the Vistula, it could have no further 
influence on the fate of the Polish Army. 

Even if the Battle of the Bzura did not measure up in actual results to the big battles of 
encirclement fought in Russia later on, it was still the largest of its kind to date. It was not one 
which could be planned from the outset through penetration of the enemy front by powerful 
tank formations, but arose from counter-moves made on the German side when the enemy's 
own actions unexpectedly gave us our big opportunity. 


After the Battle of the Bzura and a series of actions in the wooded country south of Modlin 
against enemy elements trying to escape from the fortress towards Warsaw, our Army Group 
was given the task of taking the capital. Even now certain of its formations were being moved 
off to the west, where the French and British, much to our surprise, had looked idly on as their 

Polish ally was being annihilated. 

We had already reported to O.K.H. that the preparations for the assault on Warsaw could not 
be complete before 25th September, our main motive being a wish to avail ourselves of the 
whole of the army artillery, including that of Fourteenth Army. 

However, after the Soviet intervention on 17th September and the establishment of the Vistula 
as a demarcation line, Hitler was in a great hurry to take the city, and ordered that it must be 
in our hands by the last day of the month. While it is not abnormal, I suppose, for politicians 
to expect the generals to win a victory, it was undoubtedly a new departure for them to go as 

far as fixing the actual date. 

Apart from this, Army Group was disposed to conduct the attack in a manner which would 
keep casualties down to a bare minimum. The only reason why the city had to be attacked at 
all was that the enemy had taken steps to defend it with an entire army and that the Polish 
Commander-in-Chief had announced that it would be held to the last. 

The Army Group was well aware that in the circumstances nothing could be expected of a 
surprise attack on the city. On no account, however did it wish to become involved in a battle 
inside Warsaw, whatever reasons might be given for doing so. This would inevitably have 
caused extraordinarily high losses both to the attacking troops and the civil population. 

Eighth Army, which had been charged with the capture of the city, was accordingly ordered to 
confine its attack to investing the fortress area with a tight, unbroken ring of troops roughly 

coinciding with the line of the circular railway. The city would then be compelled to surrender 
by a combination of artillery bombardments and air raids or, if these did not produce results, 
by a food and water shortage. I might mention here that Army Group H.Q.. had successfully 
opposed an earlier wish of Hitler's to have the city bombed by the Luftwaffe, our argument 

then being that no air raid at that particular juncture would have had a direct bearing on, or in 
any way benefited, military operations. In the present instance, however, these same reasons 

served to justify bombardment. 

On 25th September fire was opened on the outer forts and strongpoints, as well as on 
important supply centres. At the same time the localized attacks to reach the predetermined 
siege line began. On 26th September we dropped leaflets warning that the city was about to be 
shelled and calling on its occupants to surrender. As the Polish troops continued to offer a 
stubborn resistance, the actual bombardment was begun on the evening of the same day. 

At noon on 27th September Colonel-General v. Rundstedt and I learnt during a visit to my old 
18 Division, which had just taken two forts, that the enemy had offered to capitulate. The 

shelling was immediately stopped. 

The capitulation was signed next day by the Polish army commander and Colonel-General 
Blaskowitz, commander of the German Eighth Army. It provided for immediate succour to 
the civil population and enemy wounded and in every way upheld the military honour of an 

enemy defeated after a gallant struggle. It was agreed that the officers should retain their 
swords and that the non-commissioned officers and men should go into captivity for only as 
long as it took to dispose of the necessary formalities. 

According to the Polish plenipotentiary, 120,000 officers and men capitulated in Warsaw. 

When signing the instrument of capitulation, the Polish general said: 'A wheel always turns'. 
He was to prove right in the end, though hardly - as far as the subsequent fate of his fatherland 
was concerned - in the sense his words had been meant to convey. 


Although the bulk of the enemy forces committed forward of the Vistula had been eliminated 
in the Battle of the Bzura and the fall of Warsaw, numerous other engagements, some of them 
quite heavy, were still being fought in Fourteenth Army's area in eastern Galicia and on the 

far side of the lower San against individual groups of the enemy who had so far escaped 
destruction. In the meantime Tenth Army had also got a corps across the Vistula at Demblin 

to advance on Lublin. In the midst of this fighting we suddenly received orders from the 
Supreme Command to hand over L wow- which had just capitulated to the troops of Fourteenth 
Army — to the Soviets and to retire along the whole Army Group front behind the 
demarcation line arranged by Ribbentrop in Moscow. This ran from the Uzok Pass to 
Przemyoel and then along the San and Vistula to the north of Warsaw. Thus the battles fought 
on the far side of those two rivers had been wasted effort as far as the units of Southern Army 
Group were concerned, and had only benefited the Soviets! 

To get back across the San we had to disengage from an enemy grouping whose strength we 
still estimated at two or three divisions and one or two cavalry brigades. These forces now 
showed tremendous courage - though at the same time a complete misunderstanding of the 
overall situation - in going over to the attack themselves in an attempt to prevent our 7 and 8 
Corps from reaching the river. Here again heavy fighting ensued purely in consequence of the 
political haggling still going on between the German and Soviet Governments. The extent of 

this was best shown by the fact that on 1st October a further alteration was made to the 
demarcation line. This time our orders were to reoccupy Lublin Province. 14 Motorized Corps 
therefore crossed the Vistula again and received the capitulation of the last enemy grouping 
still in action as it withdrew towards the river before the advancing Soviets. 

The Polish campaign was over. In the course of it Southern Army Group had taken 523,236 

prisoners and captured 1,401 field-pieces, 7,600 machine-guns, 274 aircraft, 96 fighting 
vehicles and an incalculable quantity of other equipment. The enemy's losses in blood were 
undoubtedly very high indeed, for he had fought with great gallantry and had shown a grim 
determination to hold out in even the most hopeless situations. 

Our own Army Group's losses were as follows: 

Officers: 505 dead; 759 wounded; 42 missing. N.C.O.s and other ranks: 6,049 dead; 19,719 

wounded; 4,022 missing. 

On 5th October Hitler held a victory parade in Warsaw of all the divisions stationed in and 

around the city, taking the salute at a march-past on the big avenue leading from the 
Belvedere to the Castle. Unfortunately the occasion ended on a discordant note which only 
too clearly revealed his attitude towards the leaders of the army. 

It had been arranged that before flying back to Germany Hitler should meet the commanders 
and commanding officers of the troops that had taken part in the parade, and for this purpose a 
table had been laid in a hangar where they were to be served with plates of soup from a field 
kitchen. When he came into the hangar and caught sight of the white cloths and autumn 

flowers on the table, however, Hitler turned on his heel and joined the troops at a field kitchen 

outside. Having swallowed a few spoonfuls of soup and chatted to the men around him, he 
made straight for his waiting aircraft. It was a patent attempt to demonstrate his 'attachment to 
the popular masses'. Yet I very much doubt whether he really won the approval of those 
gallant grenadiers of ours by such behaviour. They would, I am sure, have fully appreciated 
the gesture if, after the victories they had won, the Head of State had honoured the troops as a 
whole by a visit to their commanders. His treatment of the latter was a snub which, happening 

when it did, inevitably set one thinking. 

Before long the Polish campaign was being described as the blitzkrieg- the 'lightning war'. 
Indeed, as far as its speed of execution and the outcome were concerned, it did constitute 
something almost unique until the German offensive in the west produced a similar 

development on an even bigger scale. 

In order to assess it fairly, however, one must bear in mind what was said in a previous 
chapter about Poland's prospects in this war. 

In point of fact the Germans were bound to win this campaign by virtue of their superiority 
and their infinitely more favourable starting conditions, provided that two stipulations were 


One was that the German command accepted a very high degree of risk in the west in order to 

have the necessary superiority in the east. 

The other was that the Western Powers did not in any way exploit this risk to render timely 

aid to the Poles. 

There cannot be any doubt that things might have turned out very differently had the Western 
Powers taken the offensive in the west at the earliest possible moment. This would, of course, 
have presupposed the existence of a Polish command with a rather greater sense of reality - a 
command which, instead of scattering all its resources from the outset in an effort to cling on 
to what could not be held, would have concentrated its forces at the crucial points and fought 
systematically for the time needed to confront the Germans with the dilemma of a real war on 
two fronts. The bravery with which the Polish troops fought right up to the end would have 
been an adequate guarantee of their ability to hold on until the Allies reached the Rhine and 
forced the German command seriously to consider calling off the campaign in Poland. 

And so in this case too - as Count Schlieffen had once put it - the weaker party made their 

own contribution to the victory of their adversaries. On the other hand, it must also be 
recognized that the speed and completeness of our success in Poland were ultimately due - 
apart from our operational advantage at the start and the numerical superiority we had 
achieved by accepting a big risk in the west - to the better leadership and higher quality of the 

German fighting troops. 

A vital factor in the speed of our success was the unorthodox use of big, self-sufficient tank 
formations supported by a far superior air force. But what had been really decisive, next to the 
steadfast courage and devotion of the German soldier, was the spirit pervading the German 
staffs and fighting troops. While the material achievement of rearmament had certainly been 
largely due to Hitler's own efforts, material superiority alone would by no means have 
guaranteed so swift and conclusive a victory. 

The most important thing of all was that our little Reichswehr, once rather looked down upon 
by many people, had revived Germany's great tradition of training and leadership after 
carrying it through the aftermath of the 1918 defeat. The new German Wehrmacht, as the 
child of that Reichswehr, had found - and was probably alone in doing so — how to prevent 
warfare from degenerating into a static war or — as General Fuller expressed it in connexion 
with the final stage of World War I - into 'ironmongery'. In the German Wehrmacht it had 
been found possible, with the help of the new means of warfare, to reacquire the true art of 
leadership in mobile operations. Individual leadership was fostered on a scale unrivalled in 
any other army, right down to the most junior N.C.O. or infantryman, and in this lay the secret 
of our success. The new Wehrmacht had passed its first test with flying colours. So far, even 
the army staff had been able to act without interference from outside. So far, the military 
commanders had retained full authority of command. So far, the troops had had a purely 
military battle to fight, and for that reason it had still been possible to fight chivalrously. 

On 15th October Colonel Heusinger of the O.K.H. Operations Branch came to see us with the 
welcome news that our headquarters was also to be moved to the Western Front at the end of 

the month. Our place was to be taken by H.Q.. Eighth Army under Colonel-General 
Blaskowitz. Shortly afterwards I myself was instructed to present myself at O.K.H. in Zossen 
on 21st October for the purpose of receiving our operation orders for the west. 

I left Lodz on the 1 8th to pay a brief visit to my family and brother-in-law, who was lying 

severely wounded in a Breslau hospital. 

Then there was a new task to be faced. 

Part II 
The Campaign in the West 

'Now is the winter of our discontent 
Made glorious summer. ..." 
(Richard III) 

HAPPY TO have escaped the thankless task of having to act as the occupying Power in 

Poland, our headquarters arrived on the Western Front on 24th October 1939 to take 
command of the newly formed Army Group A. The armies under command (Twelfth and 
Sixteenth) had their forward divisions in position along the frontiers of southern Belgium and 
Luxembourg and their rear units strung out as far back as the right bank of the Rhine. It had 
been decided that Army Group H.Q. would be located in Coblenz. 

We duly moved into the Hotel Riesen-Furstenhof beside the Rhine - a place which in my 
early days at the cadet school in the nearby market town of Engers I had regarded as the very 
peak of elegance and culinary refinement. But now wartime restrictions had left their mark 
even on this famous establishment. Our offices were situated in a once-charming old building 
near the Deutsches Eck which until the outbreak of war had accommodated the Coblenz 

Division. The lovely Rococo rooms of yesteryear were now bare and gloomy. Not far from 

this building, in a small square lined with ancient trees, stood an obelisk of considerable 
interest. It bore a bombastic inscription, having been erected by the French commandant of 
Coblenz in 1812 to mark the crossing of the Rhine by Napoleon's Grand Army on its march to 

Russia. Below the original inscription another had been engraved. Its approximate purport 
was: "Noted and approved', and it bore the signature of the Russian General who had become 

commandant of Coblenz in 1814. 

What a pity Hitler never saw this! 

At my suggestion our command staff had received the valuable addition of a second, older 
General Staff officer for the operations branch. He was the then Lieutenant-Colonel v. 
Tresckow, who put an end to his life in July 1944 as one of the main forces behind the 

conspiracy against Hitler. Tresckow had already worked under me in peacetime in the First 

Department of the General Staff of the army. 

[ Order of Battle and Operations. Jr.] 

He was a most talented officer and an ardent patriot. With his quick brain, his many 
accomplishments and his cosmopolitan and gentlemanly ways, he had a special charm of his 
own, and his elegant, aristocratic appearance was fully complemented by his beautiful and 
equally intelligent wife, a daughter of the former War Minister and Chief of the General Staff, 
v. Falkenhayn. In those days there could hardly have been a more charming couple in Berlin 

army circles than the Tresckows. 

Tresckow and I were linked by an intimate bond of sympathy that was closely akin to 
friendship and dated from the time we had worked together in the Operations Branch. Here in 
Coblenz, too, he was to render me valuable assistance in our struggle for the adoption of our 
own Army Group's plan for the offensive in the west. When I later became commanding 
general of a panzer corps and then an army commander, I asked in each case to have 
Tresckow as my Chief-of-Staff However, my request was turned down on the rather original 
grounds that I 'did not need so clever a man'. When he was finally offered to me in the spring 
of 1943 to be chief of my Army Group staff, I could not give him precedence over my Chief 

of Operations, General Busse, who was of the same age and had proved his mettle in the 
many battles we had fought together. My only reason for mentioning this is that a gentleman 
close to Tresckow has given currency to a story that I refused to have the latter because he 
was not a reliable National Socialist. Anyone who knows me will be aware that I did not 

select my staff on that basis. 

If those months in Coblenz were to become the 'winter of our discontent', this arose from the 
strange suspense of the 1939-40 Shadow War or 'drole de guerre', as the French called it. It 
would have been easier to bear had we been able to pin our attentions from the outset on 
systematically preparing the troops under our command for an offensive in the coming spring. 
Unfortunately Hitler was known to want an offensive late that same autumn and when this 
proved impossible, at least during the winter. Every time his 'weather boffins', the Luftwaffe 
meteorologists, predicted a period of fine weather, he issued the code -word which was the 
signal for the troops to start moving into their final assembly areas. On each occasion the 
meteorologists had to climb down again, either because heavy downpours of rain had made a 
hopeless mess of the ground or because a sharp frost and falls of snow had raised doubts as to 
the advisability of using tanks and aircraft. The result was a process of vacillation between 

warning orders and countermands - a most frustrating state of affairs for troops and 
commanders alike. During this period Hitler's mistrust of military reports which did not suit 
his own wishes revealed itself most strikingly. After Army Group H.Q. had once again stated 
that continuous rainfall made it temporarily impossible to form up for the offensive, he sent 
his military assistant, Schmundt, to us with orders to examine the state of the ground himself. 
Tresckow was the ideal man to deal with this. He spent an entire day dragging his erstwhile 
regimental comrade along well-nigh impassable roads, across sodden ploughland and marshy 

meadows and up and down slippery hillsides, so that by the time they got back to our 
headquarters in the evening, Schmundt was in a state of complete exhaustion. From that day 
on Hitler dispensed with such wholly improper methods of verifying our weather reports. 

The person who had most to suffer as a result of this absurd chopping and changing and the 
consequent wastage of effort was, of course, our Army Group commander, Colonel-General 
v. Rundstedt, with whom patience had never been a strong point. Very soon our headquarters 

was swamped with the flood of paper which regularly descends on fighting units and 
formation headquarters during the quieter phases of war. Thanks to a very proper unwritten 
law in the German Army that the general commanding a formation be kept free of all minor 

detail, however, v. Rundstedt was hardly affected and was able to take a long walk every 
morning on the Rheinpromenade. Since I, too, had to take some sort of exercise, I often used 

to meet him. Even in that freezing winter, when the Rhine was already covered with ice, 
Rundstedt still wore only a thin raincoat. When I protested that he would catch his death of 
cold, he merely retorted that he had never possessed a greatcoat in his life and was certainly 

not going to buy one at his age! And neither did he, for even after all these years the old 
gentleman still bore the imprint of his spartan training in the Cadet Corps. Another habit of v. 
Rundstedt's served to remind me of my own days as a cadet. On returning to his desk to await 
the verbal reports which he daily received from myself and other members of the staff, he 
would fill in the time by reading a detective thriller. Like many other prominent people, he 
found a welcome distraction in such literature, but since he was rather shy about this taste of 
his, he regularly read the novel in an open drawer which could be quickly closed whenever 
anyone came in to see him. It was the very same thing we had done as cadets whenever an 
instructor came into our quarters during a private-study period! 

However, our discontent that winter was due in only small measure to Hitler's vacillations and 
their prejudicial effect on the troops — who were in time liable to doubt the good sense of 
orders which were repeatedly being cancelled - to say nothing of the fact that the inter- 
formation training schedules, which had a particular relevance in the case of the newly formed 

divisions, were seriously upset. 

The real cause of our discontent - or, to put it more exactly, our uneasiness - was twofold. 

In the first place it arose from a development which I can only describe as the eclipse of 
O.K.H. I personally found this development particularly distressing, having fought right up to 

the winter of 1937-8, as Oberquartiermeister I of the General Staff and assistant to Fritsch 
and Beck, to ensure that in the event of war O.K.H. would be given its proper position within 

the framework of overall war policy. 

Secondly, Army Group H.Q. sought in vain throughout the winter to get O.K.H. to accept an 
operations plan which - in our own opinion, at all events - seemed to offer the only guarantee 
of a decisive victory in the west. This was not adopted as the basis of the offensive until Hitler 

had finally intervened - and only then after O.K.H., undoubtedly as the result of our 
badgering, had removed me from my post as Chief-of-Staff of the Army Group. 

These two facts - the 'demotion' of O.K.H. and the struggle over the operations plan - largely 
form the background to the western campaign to which this part of the book is devoted. Its 
later course is already known in such detail that there is no need for me to go through it all 
again. All I intend to tell of it is what I saw as a corps commander. 

Nonetheless, the 'winter of our discontent' was still followed by a 'glorious summer'! 



THE ELIMINATION of O.K.H., or the General Staff of the Army, as the authority 
responsible for war policy on land is generally assumed to have been effective from the time 
when Hitler dismissed Field-Marshal v. Brauchitsch and took over the leadership of the army 
in addition to that of the Wehrmacht as a whole. In actual fact, however, the General Staff 
was eliminated for all practical purposes - even if this was not yet formally the case - in the 
weeks immediately following the Polish campaign. 

After my visit to Zossen on 21st October 1939 to receive 'Operation Order Yellow' on behalf 
of Army Group A, as Southern Army Group was henceforth to be designated, I noted in my 
diary: 'Musical accompaniment by Haider, Stiilpnagel and Greifenberg extremely depressing.' 
At that time General v. Stiilpnagel, as Oberquartiermeister I, was the right-hand man of 
Haider, the Chief of the Army Staff, while Colonel Greifenberg headed the O.K.H. 

Operations Branch. 

It was perfectly evident from the remarks of these three gentlemen that O.K.H. had issued a 
war plan forced on it by Hitler. They, as well as the Commander-in-Chief himself, obviously 
took a thoroughly negative view of the idea of an offensive in the west and did not consider it 
the proper way to bring the war to a close. From what they had to say it could also be gathered 
that they did not think the German Army would be in a position to enforce a decisive 
denouement in the west. This impression was corroborated both by the Operations Order, 
which will be analysed in due course, and by the various visits to be paid to Army Group H.Q. 
by the Commander-in-Chief and his Chief-of-Staff. 

Now it was quite clear that opinions might differ - particularly during the period of the late 
autumn and winter of 1939 - as to the expediency and prospects of a German offensive in the 

west. What horrified me was my realization of the extent to which O.K.H. 's status had 
declined within the scope of the Supreme Command. And this just after it had conducted one 
of the most brilliant campaigns in German history! 

Once before, admittedly, Hitler had disregarded the views of O.K.H. That had been during the 
Sudeten crisis. But on that occasion something entirely different had been at stake - not a 
matter of military leadership but one of political decision. Hitler's dispute with O.K.H. - 
primarily with Beck as Chief of the General Staff- had arisen not over the handling of an army 
operation but over the question of whether action against Czechoslovakia would lead to 
intervention by the Western Powers, and thereby to a war on two fronts which the German 

Army could not have the capacity to fight. The appraisal of this problem, however, had 
ultimately been a matter for the political leadership, in whose power it had lain to obviate by 

political measures any trend towards a war on two fronts. So although the Commander-in- 
Chief had taken on a grave military responsibility by bowing to the primacy of politics on that 
occasion, he had still in no way renounced the prerogative of military leadership in his own 

exclusive sphere. 

At the time of the Polish crisis no such divergence of views between Hitler and O.K.H. had 
reached our ears. Indeed, I am inclined to think that after Hitler's political assessment of the 
Western Powers had proved correct in the case of Czechoslovakia, O.K.H. hoped that the 
same would apply in autumn 1939. In any case I believe that through-out those final crucial 
days of August O.K.H. assumed right up to the last - just as we did at Southern Army Group - 

that the whole business would again end in a political settlement similar to that reached at 
Munich. At all events, if one disregards the wishes he expressed regarding the deployment in 
East Prussia - to which O.K.H. agreed - Hitler cannot be said to have interfered in the conduct 

of operations in Poland. 

Now, however, the position was quite different. It is true, of course, that the question of how 

the war should be continued after the defeat of Poland was a matter of overall war policy 
which ultimately had to be decided by Hitler as the Head of State and Commander-in-Chief of 

the Wehrmacht. However, if the solution were to be a land offensive in the west, this must 
depend entirely on how, when and whether the army would be able to tackle the task. In these 
three respects the primacy of the army leadership was inalienable. 

Yet in all three Hitler confronted the High Command of the army with a fait accompli when 
on 27th September- without prior consultation of the Commander-in-Chief of the Army - he 
informed the Commanders-in-Chief of all three services of his decision to take the offensive 
in the west that same autumn and, in so doing, to violate the neutrality of Holland, Belgium 
and Luxembourg. The decision presently found expression in an O.K.W. directive of 9th 

October 1939. 

I was bound to infer from the remarks made by the three above-named officers when I took 
over 'Operation Order Yellow' that O.K.H. had resigned itself to this capitis diminutio. It had 
issued a directive for an offensive of which it steadfastly disapproved and in whose success - 

in the decisive sense, at least - it had no confidence. In view of the relative strengths on the 
Western Front, one had to admit that such doubts were not unjustified. 

I could only deduce, therefore, that O.K.H. had in this case renounced any claim to be the 
authority responsible for land warfare and had resigned itself to acting as a purely technical, 
executive organ. The very thing had now come to pass which Colonel-General Beck and I had 
once sought to prevent by our recommendations for a rational distribution of responsibility at 

the summit in time of war. What we had called for was one single authority which would 
alone be responsible for advising the Head of State on questions of military policy and have 
joint control of army operations and the overall conduct of the war. For at least as long as it 
took to decide the issue on the Continent, either the Commander-in-Chief of the Army was to 

have command of the Wehrmacht as a whole or a Reich Chief-of-Staff responsible for 
running the Wehrmacht should simultaneously make the decisions on army policy. What had 
to be avoided at all costs was that two different General Staffs - those of the Wehrmacht and 
the army - should have a say in the running of the latter. 

This was precisely what now appeared to have happened. Hitler and his O.K.W. not only 
decided what operations the army should conduct, but also when and how they should be 
conducted. O.K.H. was left to work out the appropriate orders whether or not it agreed with 
what it was being called on to implement. The Commander-in-Chief of the Army had been 

demoted from the status of military adviser to the Head of State to that of a subordinate 
commander pledged to unquestioning obedience. Before very long this was to be made only 
too plain by the creation of an 'O.K.W.' theatre of operations in Norway. 

The explanation of how O.K.H. came to be brushed aside like this is to be found both on the 
personal plane and in the manner in which the question of continuing the war after Poland's 

defeat was handled. 


The main reason for the trend discussed above lay in the personality of Hitler, in his insatiable 

thirst for power and his excessive self-esteem, which was engendered by his undeniable 
successes and encouraged by the lick-spittling of his party bosses and certain members of his 
retinue. Vis-a-vis his military opponents he was greatly aided by the fact of being not only the 
Head of State but also, as Commander-in-Chief of the Wehrmacht, their military superior. 
Moreover, he had a genius for suddenly confronting his military collaborators with political 
and economic arguments which they could not immediately refute and of whose value, in any 
case, the statesman must perforce be considered the better judge. 

In the last analysis, however, it was Hitler's lust for power which caused him to usurp the role 

of the supreme war leader in addition to being the Head of State and political chief. A 
conversation I had with him in 1943 proved most revealing in this respect. It was one of the 
many times I tried to induce Hitler to accept a rationalized form of command - in other words, 
to resign the direction of military operations in favour of a fully responsible Chief of the 
General Staff. On the occasion in question Hitler hotly denied having any desire to 'play the 
war lord' - though he was undoubtedly attracted by the glory that went with it. On the 
contrary, he contended, the really decisive thing was that he should have the power and 
exclusive authority to impose his will. Power was all he believed in, and he regarded his will 
as the embodiment of that power. Apart from this it is not unreasonable to suppose that after 
the Polish campaign Hitler feared the achievements of the Generals might impair his own 
prestige in the eyes of the people, and that that was why he treated O.K.H. so dictatorially 
from the outset regarding the conduct of the campaign in the west. 

Such was the man - utterly unscrupulous, highly intelligent and possessed of an indomitable 

will - with whom Generals v. Brauchitsch and Haider had to contend. Not only was he 
acknowledged by the people as the Head of State: he also ranked as the most senior member 

of the Generals' own hierarchy. 

Indeed, it would have been an unequal battle even if Hitler's military opponents had been 

different men. 

The future Field-Marshal v. Brauchitsch was a very able officer. While not belonging to quite 
the same class as Baron v. Fritsch, Beck, v. Rundstedt, v. Bock and Ritter v. Leeb, he 
certainly ranked immediately after them and, as events have shown, also possessed all the 
requisite qualities of a Commander-in-Chief of the Army. 

As far as v. Brauchitsch's character is concerned, his standards of personal behaviour were 
quite unassailable. Neither would I dispute his will-power, even though it tended in my own 

experience to be manifested in a somewhat negative inflexibility rather than in creative 
resolve. He preferred to have decisions suggested to him rather than to take and impose them 

on his own initiative. Indeed, he frequently evaded decision in the hope of being spared a 
struggle to which he did not feel equal. In many cases Brauchitsch put up a sturdy fight for the 

interests of the army - one example being his efforts to have Colonel-General v. Fritsch 
publicly rehabilitated by Hitler, although he was well aware how unpopular this would make 
him with the latter. The Order of the Day he published on the death of Fritsch was a sign of 
his courage. At bottom, however, he was no fighter. He was never really the sort of man to get 

his way by sheer force of personality. Colonel-General Beck, for one, complained most 
bitterly to me about the half-hearted way in which Brauchitsch had represented O.K.H.'s point 
of view at the time of the Czech crisis and left him, Beck, completely in the lurch. When, on 
the other hand, people like Herr v. Hassel, the former ambassador in Rome, blame v. 
Brauchitsch for wavering over the question of whether to resort to violence against Hitler, 
they forget the essential difference between plotting from behind a desk when one is no longer 
in a position of responsibility (as was the case with Herr v. Hassel) and committing oneself, as 
leader of the army, to a coup d'etat which can imply civil war in peacetime and lead to the 
victory of one's external enemies in time of war. 

Field-Marshal v. Brauchitsch, a man of elegant appearance who bore all the hallmarks of the 
aristocrat, was never anything but dignified in his bearing. He was correct, courteous and even 
charming, although this charm did not always leave one with an impression of inner warmth. 
Just as he lacked the aggressiveness that commands an opponent's respect, or at least compels 

him to go warily, so did he fail to impress one as a forceful, productive personality. The 
general effect was one of coolness and reserve. He often appeared slightly inhibited, he was 
certainly rather sensitive. Qualities like these might well ensure the support of his immediate 
collaborators, who respected the 'gentleman' in him, but they were not enough to assure him 
of the full confidence of the troops which a man like Baron v. Fritsch had enjoyed, nor could 
they impress a man of Hitler's type. Admittedly General v. Seeckt had been far colder, even to 
the extent of being unapproachable. But in this case everyone had sensed the inner fire that 
inspired him and the iron will which made him a leader of men. Neither quality had fallen to 
the share of v. Brauchitsch, nor had he been blessed with that soldierly boldness which - apart 
from his great qualities as a commander - had won v. Fritsch the hearts of his troops. 

As far as v. Brauchitsch's relations with Hitler are concerned, I am convinced that he wore 
himself out mentally in his struggle with a man of such ruthless will. Disposition, origin and 
upbringing precluded him, in his encounters with Hitler, from resorting to the weapons which 
the latter, relying on his position as the Head of State, had not the least hesitation in using. 
Brauchitsch choked down his vexation and anger, particularly as he was no match for Hitler 
dialectically. And so it went on until a heart complaint finally compelled him to retire at a 

time most convenient to Hitler. 

It is only fair to add that from the very start Brauchitsch found himself in a much more 
unfavourable position vis-a-vis Hitler than his predecessor had done. To begin with, ever 
since Blomberg had relinquished his post as Commander-in-Chief of the Wehrmacht, Hitler 
had not only been Head of State but also the supreme military authority. The final blow dealt 
to the army by War Minister v. Blomberg had been to suggest to Hitler that he should assume 
command of the Wehrmacht - though, of course, it is open to debate whether Hitler would not 
have arrived at this solution anyway, with or without Blomberg's advice. 

Most of all, by the time v. Brauchitsch took office Hitler had acquired a very different attitude 
towards the army, and in particular towards O K.H., from the one he had had in former years. 
There is no doubt that when he originally came to power he had shown the military leaders a 
certain deference and respected their professional abilities. It was an attitude he retained until 
the last in the case of a man like Field-Marshal v. Rundstedt, despite having twice relieved 

him of his command during the war. 

There were two points in particular which led Hitler to change his view of the army in the last 

years of peace. 

The first was the realization that under Colonel-General Baron v. Fritsch (as indeed under v. 
Brauchitsch) the army stuck firmly to its traditional notions of simplicity and chivalry and its 

soldierly conception of honour. While Hitler could certainly not reproach the army with 
disloyalty towards the State, it was quite obviously not going to throw its military principles 
overboard in favour of the National Socialist 'ideology'. It was equally clear, moreover, that 
this was the very thing about the army that made it all the more popular with wide circles of 
the people. Although Hitler had originally refused to listen to the calumnies against senior 
military figures served up to him from various party sources, the rabble-rousing campaign 
against the army, which was mainly the work of people like Goring, Himmler and Goebbels, 

ultimately bore fruit. Even War Minister v. Blomberg helped to arouse Hitler's mistrust, 
however unintentionally, by going out of his way to stress his task of 'marrying up the army 
with National Socialism'. The result of this agitation became evident when Goring, ostensibly 
as the 'senior officer of the Wehrmacht', addressed a group of high-ranking military leaders in 
spring 1939. In the course of his speech he quite brazenly upbraided the army, as distinct from 
the other two services, for maintaining an outlook that was steeped in tradition and did not fit 
in with the National- Socialist system. It was a speech which Colonel-General v. Brauchitsch, 
who was among those present, should on no account have tolerated. 

The second source of tension in Hitler's relationship with O.K.H. consisted in what he later 
used to describe - to quote the least insulting of his epithets - as 'the everlasting hesitation of 

the Generals'. 

The implication here was twofold. One thing he meant was O.K.H. 's very proper attempts to 
check the inordinate pace of rearmament, the steady acceleration of which was detrimental to 

the quality of the troops. Secondly, Hitler maintained that all his successes in the field of 
foreign policy had been achieved against the opposition of the Generals, who had in each case 
been too cautious to act. The answer to this is that Colonel-General v. Fritsch - i.e. O.K.H. - 
did not raise any objections to Hitler's plans regarding either the introduction of conscription 
or the occupation of the Rhineland. Neither did General Beck object (v. Brauchitsch being 
absent from Berlin at the time) when Hitler decided to invade Austria. It was the War 
Minister, v. Blomberg, who first opposed general conscription, doing so for reasons of foreign 
policy which he presently discarded. It was also Blomberg who at the time of the march into 
the Rhineland advised Hitler - unbeknown to O.K.H. - to recall the German garrisons from the 
left bank of the river when the French ordered a partial mobilization. The fact that Hitler very 
nearly followed this advice, only being dissuaded from doing so by Foreign Minister v. 
Neurath's remark that this was not the time to lose one's nerve, may well have served - as a 
constant reminder of his own fit of weakness - to intensify Hitler's collective resentment 
against the Generals in future. And when O.K.H. repeatedly pointed out in the years of 
rearmament that the Army was still far from being ready for war, they did no more than their 

duty in issuing these warnings. Officially Hitler always agreed with them, yet they may well 

have increased his dislike of O.K.H. 

The first time Hitler's foreign policy encountered formal opposition was at the conference 
with the Foreign Minister and three service chiefs on 5th November 1937, at which Hitler 
revealed his intentions towards Czechoslovakia. The fact that he clashed with the Foreign 
Minister, v. Neurath, as well as the War Minister, v. Blomberg, and the Commander-in-Chief 
of the Army, Baron v. Fritsch, was certainly one of his reasons for getting rid of these 

admonishers at the earliest opportunity. 

It is widely believed today that the acceptance of Colonel-General Baron v. Fritsch's dismissal 
by Germany's Generals showed Hitler that he could treat O.K.H. just as he liked from then on. 
Whether this was the conclusion he drew at the time I should not care to say. If he did, he was 

certainly mistaken about the Generals' motives. Far from being a sign of weakness, their 
attitude was due to ignorance of the true facts of the case, their inability as decent soldiers to 

believe the 

State leadership capable of such a base intrigue, and the practical impossibility in such 
circumstances of carrying out a coup d'etat. 

Finally, there can be no doubt that the party personalities I mentioned above were for ever 
harping on the theme of 'the everlasting objections of the Generals' in conversations with 


It is quite certain, therefore, that v. Brauchitsch found himself in an extremely difficult 
position from the start as far as Hitler was concerned. On assuming office, moreover, he was 
ill-advised enough to make a number of concessions affecting personnel, including the quite 
unjustified dismissal of a number of generals with excellent records and the appointment of 
General Keitel's brother as head of the Heerespersonalamt. 

[I.e. as Military Secretary. Jr.] 

This was Brauchitsch's first fatal step. 

The devastating blow to O.K.H. 's standing vis-a-vis Hitler came at the time of the Sudeten 
crisis, when, thanks to the tractability of the Western Powers, Hitler proved himself right in 
face of all the army's misgivings and objections. Von Brauchitsch's action in sacrificing his 
Chief-of-Staff on this occasion naturally weakened his position even further in Hitler's eyes. 

The second O.K.H. personality who had to deal direct with Hitler after Beck's dismissal, 
Colonel-General Haider, was Field-Marshal v. Brauchitsch's equal as regards military 
qualifications. At all events, the two men worked together on terms of close confidence, and I 
am inclined to believe that when v. Brauchitsch agreed with Haider's recommendations he did 

so from conviction. Like most of the officers who had begun their careers on the Bavarian 
General Staff, Haider had a remarkable grasp of every aspect of staff duties and was a tireless 
worker into the bargain. A saying of Moltke's, 'Genius is diligence', might well have been his 

motto. Yet this man hardly glowed with the sacred fire that is said to inspire really great 
soldiers. While it speaks for his high sense of responsibility that he prepared for the Russian 
campaign by having an operations plan 'drawn up' by the Oberquartier- meister I, General 
Paulus, on the basis of studies made by the Chiefs-of-Staff of the Army Groups, the fact 

remains that the basic concept of a campaign plan should be born in the mind of the man who 

has to direct that campaign. 

In his outward bearing Haider had not the elegance of v. Brauchitsch. He was incorruptibly 
objective in his utterances, and I myself have known him put a criticism to Hitler with the 
utmost frankness. On the same occasion one also saw how fervently he stood up for the 
interests of the fighting troops and how much he felt for them when wrong decisions were 
imposed on him. Unfortunately, objectivity and moderation alone were not the qualities which 
could impress Hitler, and any feeling of sympathy for the troops left him completely cold. 

What ultimately led to Haider's downfall, in my own opinion, was his divided allegiance. 
Even when he took over from Beck he was already a declared enemy of Hitler. According to 
Walter Gorlitz, in his book The German General Staff, Haider told v. Brauchitsch on taking 
office that his only reason for accepting the post was to fight against Hitler. He is credited 
with numerous plans for Hitler's overthrow, though it is hard to say what real prospects of 

success these would have had in practice. 

On the other hand, Haider was Germany's and later Hitler's Chief-of-Staff, after the latter had 

taken over command of the army. Now, although it may be given to a politician to play the 
dual role of responsible adviser and conspirator, soldiers are not usually fitted for this kind of 
thing. Above all, it is traditionally unthinkable in Germany that a Chief of the General Staff 
should not be on terms of confidence with his Commander-in-Chief. Even if, in the light of 
Hitler's actions, it is accepted as admissible for a Chief-of-Staff to plan the overthrow of the 
Head of State and Commander-in- Chief in peacetime, the dual role of Chief-of-Staff and 
plotter in wartime inevitably created an insoluble dilemma. As Chief of the General Staff, it 
was Haider's duty to strive for the victory of the army he was jointly responsible for leading 
— in other words, to see that the military operations of his Commander-in-Chief were 
successful. In the second of his roles, however, he could not desire such a victory. There 
cannot be the least doubt that Haider, when confronted by this difficult choice, opted for his 

military duty and did everything in his power to serve the German Army in its arduous 
struggle. At the same time his other role demanded that he should at all costs hold on to the 
position which, he hoped, would one day enable him to bring about Hitler's removal. To that 
end, however, he had to bow to the latter's military decisions, even if he did not agree with 

them. Certainly his chief reason for remaining was that he thought this his best hope of 
protecting the army from the consequences of Hitler's military blunders. But in doing so he 
had to pay the price of executing orders to which his military convictions prevented him from 
agreeing. The conflict was bound to wear him down inwardly and finally lead to his downfall. 
One thing is certain: it was in the interest of what was at stake, and not of his own person, that 
Colonel-General Haider stuck it out for so long as Chief-of-Staff. 

I have endeavoured to give a pen portrait of the two personalities under whom, in autumn 
1939, there culminated a process which can only be described as the eclipse of O.K.H. From 
what I have said it will be clear why neither of these officers, first-rate though they 
undoubtedly were, could be a match for a man like Hitler. At the same time, the fact that 
O.K.H. 's relegation to a purely executive organ was actually accomplished just after it had 
scored such brilliant victories in Poland was also due to the way in which Hitler and O.K.H. 
respectively approached the problem of how the war should henceforth be prosecuted. 

Up till and immediately after the outbreak of war, Germany had quite naturally prepared only 
for defence in the west. Who could have guessed that the Western Powers would let Poland 

down so ignominiously after giving her a guarantee? Their feeble push into the forward zone 
of the Siegfried Line along the Saar - which was immediately followed by a withdrawal on to 
French territory - could not be regarded as even the preparatory step for any large offensive 

later on. 

As long as such an offensive had been definitely expected, it had only been possible to wait 
and see whether we should succeed in halting it at the Siegfried Line or - in the event of its 

being launched towards the Ruhr through Luxembourg and Belgium - in delivering a 
counterblow once the necessary forces had been released from Poland. Now, however, an 
entirely new situation had been created by the inaction of the Western Powers. Even when 
allowance were made for French methods and the time the British took to act, the Western 
Powers could not be expected to take the offensive in the immediate future, now that Poland 

was beaten and the whole of the German Army available for the west. Poland's fate was 
sealed at the latest by 18th September, when the Battle of the Bzura was over and the Soviets 
had crossed her eastern frontier the previous day. This, then, should have been the deadline 
for an exchange of views between Hitler and the Commander-in-Chief of the Army on what 

action to take in the west. Yet, judging by the books Published to date (notably those of 
General v. Lossberg, at that time the senior operations officer at O.K.W., and Ministerialrat 
Greiner, the O.K.W. war diarist), no such discussions took place. 

It may be assumed that the reactions of Hitler and the O.K.H. leaders to the brilliant success 
in Poland and the unexpected inaction of the Western Powers were entirely different. Hitler 
undoubtedly interpreted the failure of the Anglo-French forces to take the offensive as a sign 
of weakness which would permit him to attack in the west himself. Furthermore, what had 
happened in Poland convinced him that henceforth there could be no task too big for the 

German Army to tackle. 

O.K.H., as will be seen, did not share this view by any means. On the other hand, it was 
permissible to infer from the attitude of the Western Powers that they had only entered the 
war to save their faces and that it must thus be possible to come to terms with them. Also, 
General Haider may have toyed with the idea of paving the way to such an understanding by 
removing Hitler, so that any German offensive in the west at that particular juncture would 

have been quite out of place. 

Whatever the answer, O.K.H. could be certain that until then Hitler had never contemplated, 
even after the fall of Poland, the idea of an offensive in the west. I was given infallible proof 

of this in the winter of 1939-40. On one of the many occasions when Hitler issued the 
preparatory code-word to put the final troop movements into the assembly areas in train, I was 
visited by the Chief-of-Staff of the Air Fleet supporting Army Group A, General Sperrle, who 
told me that his formations would be unable to take off from the waterlogged airfields. When 
I objected that the Luftwaffe had had months in which to construct solid runways, Sperrle 
assured me that Hitler had on an earlier occasion strictly forbidden any kind of work 
associated with a future offensive. In the same connexion it may be noted that the ammunition 
production had not attained the level necessary for an eventual offensive in the west. 

Obviously O.K.H. had misjudged Hitler's mentality in assuming that his viewpoint was 
immutable. Greiner tells us that during the second half of September, when the end was 
approaching in Poland, O.K.H. had had a paper on the further conduct of the war in the west 
prepared by General Heinrich v. Stulpnagel. The conclusion he reached was that the German 
Army would not be adequately equipped to break through the Maginot Line before 1942. He 

had not considered the possibility of going round through Belgium and Holland because the 
Reich Government had only recently assured these countries that their neutrality would be 

respected. In the light of this paper and Hitler's attitude hitherto, O.K.H. had evidently 
deduced that the policy in the west would continue to be defensive. At the end of the Polish 
campaign it accordingly ordered the army's defensive deployment in the west to be reinforced, 
manifestly without first obtaining Hitler's approval. 

In the completely new situation created by the total collapse of Poland such a policy was 
tantamount to resigning the initiative to Hitler regarding any future plans. It was certainly not 
the right way for the military leaders to safeguard their influence on the further course of the 
war, whatever form this might take. Apart from that, the conclusions reached by v. Stulpnagel 
could not be regarded as an answer to the problem of Germany's future war policy. If we were 
to wait till 1942 to penetrate the Maginot Line, the Western Powers would in all likelihood 

have caught up with our lead in arms production. In addition, it would never have been 
possible to develop a decisive operation from a successful penetration of the Maginot Line. 

Against the minimum of 100 divisions available on the enemy side since 1939, this was no 
way to achieve decisive results. Even if the enemy committed powerful forces for the actual 
defence of the Maginot Line, he would still have been left with an adequate strategic reserve 
of between forty and sixty divisions with which immediately to intercept even a wide 
breakthrough of the fortifications. Without any doubt the struggle would have petered out 
inconclusively into trench warfare. Such could not be the aim of German strategy. 

One cannot assume, of course, that Colonel-General v. Brauchitsch and his Chief-of-Staff 
thought they would achieve anything with a purely defensive strategy in the long run. 
Nonetheless they did pin their hopes initially on the possibility that the Western Powers 
would either still come to terms or take the offensive themselves in the end. Unfortunately 
they were not competent to take decisions in the former contingency, and their hope for an 
Allied offensive was, as will be shown, unrealistic. The fact of the matter was that from a 
military point of view the spring of 1940 was not only the earliest but also the latest occasion 
on which Germany could have hoped to fight a successful offensive in the west. 

According to Greiner, Hitler was not informed of the Stulpnagel memorandum, but must still 
have been aware that O.K.H. was going to cling to a defensive policy in the west. Instead of 
the timely discussion on the future course of the war that should have taken place at the latest 

by mid-September, he now confronted the Commander-in-Chief of the Army with the fait 
accompli of his decision of 27th September and the O.K.W. directive which followed on 9th 
October. Without any previous consultation with the Commander-in-Chief, he not only 
ordered offensive measures in the west but even decided on the timing and method to be 
adopted. All of these were matters which should on no account have been settled without the 
concurrence of the Commander-in-Chief. Hitler required the offensive to be launched at the 
earliest possible date - in any event before the autumn was out. Originally, according to 
General v. Lossberg, he fixed 15th October as the deadline. At the latest this would have 
meant disengaging the armour and aircraft in Poland at the end of the Battle of the Bzura. 
Furthermore, Hitler had laid down how the proposed offensive operation should be conducted, 
namely by by -passing the Maginot Line by way of Belgium and Holland. 

The Commander-in-Chief of the Army was to be left with merely the technical execution of 
an operation on which he had deliberately not been consulted and for which, in autumn 1939 
at all events, he could certainly not guarantee any prospect of decisive success. 

For those who wonder how the Commander-in-Chief of the Army could possibly accept such 
a capitis diminutio of his position by acceding to Hitler's intentions, Greiner has probably 
given the right answer in his book, Die Oberste Wehrmachtfuhrung. He suggests that v. 
Brauchitsch, feeling that he was unlikely to achieve anything by immediate opposition, hoped 
that if he put up a show of goodwill at the beginning he would ultimately be able to talk Hitler 

out of his plan. Incidentally, the same view is advanced by General v. Lossberg on the 
strength of his own knowledge of Hitler and the latter's attitude at the time. Brauchitsch may 
also have been counting on the weather to make it impossible to carry out a late-autumn or 
winter offensive when the day came. If the decision could thus be delayed until the following 
spring, ways and means might be found of ending the war by a political compromise. 

If these really were the thoughts of the Commander-in-Chief and his Chief-of-Staff, they 
certainly proved right as far as the weather went. 

But the notion that Hitler could be 'talked out of such a fundamental decision, even by 
General v. Reichenau, to whom O.K.H. duly entrusted the task of doing this, was to my mind 
quite futile. The only hope would have been if O.K.H. had been able to offer a better solution 

of its own which would impress Hitler. 

As for there being any possibility of ending the war at that time by peaceful negotiation, none 
emerged. The peace offer made by Hitler to the Western Powers after the Polish campaign 

met with a flat rejection. Besides, Hitler would most probably not have accepted any 
reasonable settlement of the Polish question that would have made it possible to reach an 
understanding with the west. In any case, such a settlement was hardly conceivable now that 
Soviet Russia had swallowed the eastern half of Poland. Another very doubtful point is how 
Germany could have achieved an honourable peace without Hitler at that time. How was he to 
be overthrown ? If General Haider had any fresh plan to take military action against Berlin in 
October 1939, all I can say is that he would have found even less support among the troops 

than in autumn 1938. 

To begin with, then, Colonel-General v. Brauchitsch fell in with Hitler's intentions, and 
O.K.H. drafted 'Operation Order Yellow" in accordance with the policy Hitler had laid down. 
By 27th October, however, the Commander-in-Chief, backed by his Chief-of-Staff, was trying 
to persuade Hitler on military grounds to postpone the offensive till a more favourable time of 

year, by which he presumably meant spring 1940. According to Greiner, the same 
recommendation had been made to Hitler a few days previously by General v. Reichenau — 
probably at v. Brauchitsch's request. Though Hitler did not entirely reject the arguments put 
up to him, the date he had fixed as long ago as 22nd October for the start of the offensive- 

12th November - continued to hold good. 

On 5th November v. Brauchitsch made a fresh attempt to bring Hitler round. This was the day 
- assuming that the attack really did start on 12th November — on which the code- word had to 
be issued for the troops to begin moving into the assembly areas. 

Though this conversation took place in private, [Keitel was not called in until later, Author.'] 
details of it leaked out, and its upshot was what I believe to have been an irreparable breach 
between Hitler and the Generals. According to what Greiner gathered from Keitel, v. 
Brauchitsch read Hitler a memorandum comprising all his reasons for objecting to an 
offensive that autumn. Besides citing such incontrovertible facts as the state of the weather 
and the unpreparedness of the new formations, he advanced one argument which lashed Hitler 

into a white fury. It was a criticism of the performance of the fighting troops in the Polish 
campaign. Brauchitsch advanced the view that the infantry had not displayed the same 
aggressive spirit as in 1914 and that the discipline and staying power of combat units had not 
always been entirely up to standard as a result of the tempo of rearmament. 

Had v. Brauchitsch been talking to an audience of senior commanders they would have seen 
his point. Admittedly he was not justified in his charge that the infantry had not shown the 
same aggressiveness as in 1914 - at least as long as he expressed it in those generalized terms. 
This was due to a misunderstanding of the transformation through which the infantry attack 
had passed in the years between. The 1914 methods of attack were just not conceivable any 
longer. On the other hand, it could not be denied - and this occurs with untried troops at the 
beginning of every war - that individual units had occasionally shown signs of jitters, 
particularly when fighting in built-up areas. Furthermore, various higher formation 
headquarters had found it necessary to crack down on cases of indiscipline. These facts were 

not surprising if one considered that in the space of a very few years the Reichswehr of 
100,000 men had been inflated to an army several millions strong, a large proportion of whom 
had only been with the colours since the general mobilization. But none of this - in the light of 
the victories in Poland - could be adequate reason for concluding that the army was unable to 

fight an offensive in the west. 

If only Colonel-General v. Brauchitsch had confined himself to emphasizing that the newly- 
formed divisions were still precluded by their lack of training and inner stability from going 

into action and that the offensive could not be carried out with the experienced divisions 
alone, he would have been on just as safe ground as he was with his objections to the season 

of the year. A generalization of the kind mentioned above, however, was the very last 
argument he should have advanced in any conversation with Hitler, who saw himself as the 
creator of that new Wehrmacht whose fighting qualities were now being called into question. 

Indeed, Hitler was right to the extent that if it had not been for his political audacity in 
pushing ahead with rearmament and for the part played by National Socialism in reviving the 
military spirit even among those social strata where it had been ostracized during the Weimar 
Republic, this Wehrmacht would never have attained the strength it possessed in 1939. What 
Hitler chose to overlook was that the achievements of the former Reichswehr were entirely on 
a par with his own. For had not the officers and non-commissioned officers who stemmed 
from the old Reichswehr devoted themselves so wholeheartedly to the preliminary planning 
and material preparations, Hitler would neither have come by the Wehrmacht he now 
regarded as his 'creation' nor could the victories in Poland have been won. 

By raising such objections in the presence of Hitler, a dictator whose self-esteem was already 
inflated, v. Brauchitsch attained precisely the opposite of what he intended. Disregarding all 
v. Brauchitsch's factual arguments, Hitler took umbrage at the criticism he had presumed to 
direct against his - Hitler's own - achievements and brusquely broke off the interview. He 
insisted on adhering to 12th November as the operative date. 

Fortunately the Weather God took a hand at this juncture and enforced a postponement - a 
process that was to repeat itself fifteen times before the end of January. 

Therefore, even though O.K.H. had ultimately proved its point vis-a-vis Hitler regarding the 
possible date of the offensive, the upshot was a crisis of leadership whose consequences were 
to become appallingly obvious in the further course of the war. Its immediate effect was that 
Hitler and Brauchitsch ceased to meet. The G.S.O. I of the Operations Branch, the future 

General Heusinger, told me on 18th January 1940 that Brauchitsch had not seen Hitler since 
5th November - a quite impossible situation with things as they were. A further consequence 
of the breach of 5th November was the talk given by Hitler to the commanders and chiefs-of- 
staff of all army groups, armies, and corps in the Reich Chancellory on 23rd November. I 
need not go into this fully, as it has already become known through other publications. Its 
essential points were Hitler's emphasis on his irrevocable decision to take the offensive in the 
west at the earliest possible date and the doubts which he even then expressed as to how long 
the Reich would remain free from an attack in the rear in the east. 

As far as his factual explanation of the fundamental need to take the offensive in the west 
went, his remarks were well-considered and, I thought, convincing, except for the question of 

timing. Otherwise his speech constituted a massive attack not only on O.K.H., but on the 
Generals of the army as a whole, whom he accused of constantly obstructing his boldness and 
enterprise. In this respect it was the most biased speech I ever heard Hitler make. The 
Commander-in-Chief of the Army did the only possible thing and tendered his resignation. 
This Hitler refused to accept, though that was obviously no solution to the crisis. O.K.H. was 
still in the unhappy position of having to prepare for an offensive of which it did not approve. 
The Commander-in-Chief was still repudiated as an adviser on overall war policy and 
relegated to the status of a purely executive general. 

Any inquiry into the reasons for such a development in the relationship between the Head of 
State and the army leaders will show the decisive factor to have been Hitler's thirst for power 
and his ever-growing self-conceit, both of which were augmented by the mischief-making of 
the Gorings and Himmlers. Yet it must also be stated that O.K.H. made no small contribution 
towards its own elimination at Hitler's hands by the way it handled the problem of how the 
war should be prosecuted after the Polish campaign. 

By deciding to remain on the defensive in the west, O.K.H. resigned the initiative to Hitler — 
although it should unquestionably have been O.K.H. 's business in the first instance to 
recommend to the Head of State what steps were to be taken after the army, effectively 
supported by the Luftwaffe, had defeated Poland so swiftly. 

O.K.H. was undoubtedly right to take the view in autumn 1939 that the time of year and the 
immaturity of the new formations made an offensive inadvisable at that stage. But neither this 
simple statement of fact nor the arrangements made to reinforce the defensive dispositions in 
the west provided an adequate answer to the problem of how to bring the war to a satisfactory 
conclusion in the military sense. This question had to be answered by O.K.H. if it were to 

assert its influence on overall strategy. 

The Commander-in-Chief of the Army certainly had every right to recommend the course of 
political settlement with the Western Powers. But what was to happen if no prospect of such a 
settlement emerged ? With a man of Hitler's type it was particularly necessary - even if an 
offensive in the west did not seem expedient at that moment - that O.K.H. should indicate 
there and then the military way to end the war. 

Consequently there were three questions to consider once the Polish campaign was over : 

First, could the war be brought to a favourable conclusion by sticking to defensive tactics, or 
could this object be achieved only by a victorious German offensive in the west? 

Secondly, if such an offensive proved necessary, when could it be launched with any prospect 

of decisive success? 

Thirdly, how must it be conducted to ensure an effective victory on the Continent? 

As far as the first question went, there were two possibilities. 

One was that the Reich would reach a settlement with the Western Powers after the fall of 
Poland. O.K.H. was bound to regard this sceptically from the outset, partly because of the 
British national character, which made it fairly improbable that Great Britain would come to 
terms, and partly because Hitler was unlikely, once Poland had been defeated, to be prepared 
for a reasonable settlement of the German-Polish frontier question in the sense of a 
compromise. After all, in order to reach agreement with the Western Powers he had to re- 
establish Poland, and this he could not do after having made over her eastern part to the 
Soviets. That much was an accomplished fact which not even another German Government 
attaining power after Hitler's overthrow could have removed. 

The other possibility of successfully ending the war by remaining on the defensive might 
occur if the Western Powers should decide, after all, to take the offensive. This would offer 

the Germans the prospect of attaining a victorious decision in the west in the course of 
delivering a counterblow. The same idea emerges in the book Gesprdche mit Haider, where 

Haider is quoted as speaking of an 'operation on the rebound'. According to General 
Heusinger, however, O.K.H. only began to consider the project much later - i.e. some time in 
December - and not at the turn of September and October, the phase so vital for its own 


Undoubtedly there was something very attractive about fighting an operation on the rebound, 
for the idea of saddling the enemy with the burden of an offensive against the Siegfried Line 
or the odium of violating the neutrality of Luxembourg, Belgium, and perhaps even Holland 
was inevitably an extremely tempting one. But was this not really a case of wishful thinking, 
at least for the foreseeable future? Could it be supposed that the Western Powers - who had 
not dared to launch an offensive while the mass of the German forces were tied down in 
Poland — would attack now that the Wehrmacht faced them in full strength? I do not believe - 
and neither did I at the time-that any basis existed for a German 'rebound' operation. 

This view has found clear corroboration in a 'war plan' drafted at the time on the orders of the 
Allied Commander-in-Chief, General Gamelin. The main train of thought reflected in this 
document, which later fell into the hands of German troops, was as follows: 

Before spring 1941 the Allied forces would not have amassed the material strength to take the 
offensive against Germany in the west. To attain a numerical superiority of ground forces, 

fresh allies would have to be won. 

The British were not prepared to participate in a large offensive before 1941, except in the 
event of a partial collapse of Germany. (This remark, which obviously implies a hope of 
revolution, shows what we should have had to expect from a coup d'etat.) 

The principal task of the Western Powers in 1940 had to be to safe- guard the integrity of 
French territory and, of course, to hasten to the assistance of Belgium and Holland if they 
were attacked. In addition, every effort would be made to create further theatres of attrition 

for Germany. Those named were the Nordic States and - if Italy remained neutral — the 
Balkans. Naturally the attempts to bring in Belgium and Holland on the side of the Allies 

would continue. 

Finally, endeavours would be made to deprive the Reich of its vital imports, both by the 
already-mentioned creation of new theatres of war and by tightening the blockade through 

pressure on the neutral Powers. 

From this 'war plan' it becomes palpably clear that the Western Powers intended to wage a 
war of attrition - in as many different theatres as possible - until such time as they had 
attained the clear preponderance which would allow them - though in no case before 1941 - to 

launch an offensive in the west. 

Although O.K.H. could not at the time in question know of this Allied war plan, it was only 
too likely that the Western Powers would fight a long-term war in the sense indicated. 

In view of the bloody prospects an assault on the Siegfried Line would entail, the hope that 
the French and British peoples would tire of the 'phoney war' was hardly a realistic basis for 
any O.K.H. decisions. In no event could Germany wait until the enemy had built up his 
armaments (and in the light of Roosevelt's attitude, allowance must be made here for 
American aid) to a point where he was stronger on land and in the air as well as at sea. Least 
of all could she afford to do so with the Soviet Union at her back. The latter, having by this 
time obtained all it could hope for from Hitler, had hardly any more vital interests in common 
with the Reich, and the stronger the Western Powers grew, the more precarious the position of 

Germany would become. 

As far as the military leaders were concerned, therefore, the situation after the Polish 
campaign was this: The answer to the first of the above three questions - i.e. whether the war 
could be brought to a successful conclusion by remaining on the defensive in the west — must 
be in the negative, unless the political leadership could still manage to reach a compromise 
with the Western Powers. The right of the Commander-in-Chief of the Army to advise Hitler 
to resort to compromise is beyond all doubt, if only because of the military risk a prolongation 
of the war would entail. Such action would, of course, involve accepting a temporary delay on 
the Western Front. Irrespective of that, however, it was both the duty and the right of the army 
leaders to give Hitler military guidance. They had to tell him what military steps were to be 
taken if no political solution of the conflict could be reached! 

In other words, it was up to O.K.H. to present Hitler with an alternative military plan if it 
proved impossible to achieve the political compromise with the Western Powers for which 

even Hitler evidently hoped in the first instance. One must not assume that Hitler would 
continue as hitherto to reject an offensive in the west once Poland was beaten, nor must one 
wait until he took a military decision on his own account. 

No military recommendation on the prosecution of the war could consist in maintaining the 
defensive in the west unless it were thought that Britain could be brought to her knees by 
aerial and submarine warfare - an assumption for which no real foundation existed. 

On the military side, therefore, assuming that a political understanding proved unattainable, 
the only recommendation one could make was that the war in the west be conducted 

offensively. When such a recommendation was submitted, moreover, it was essential that 
O.K.H. should assure itself of the initiative in deciding on the timing and method. 

As far as timing went, O.K.H. was in agreement with all the commanders on the Western 
Front that no decisive success could be gained from launching the offensive in the late autumn 

or winter. 

The principal reason for this was the season. In autumn and winter the Wehrmacht would be 
prevented by weather conditions from playing its two big trumps, armour and Luftwaffe, to 
their fullest effect. In addition, the short period of daylight at this time of the year renders it 
virtually impossible to win even a tactical decision in the space of a single day, thereby 

cutting down the speed of operations. 

The other reason was the still inadequate standard of training of all the new formations set up 
on the outbreak of war. The only troops really fit to go into action in autumn 1939 were the 
active divisions. None of the others had had enough experience of handling weapons or of 
operating as integral parts of a larger formation: nor did they as yet possess the requisite 
degree of inner stability. Furthermore, the refitting of the armoured formations following the 
Polish campaign was still not complete. If it were intended to start an offensive in the west 
before the end of autumn 1939, the mechanized divisions in Poland should have been released 
at an earlier date, but that was a point which had not occurred to Hitler. Over and above all 
this, serious deficiencies existed in the Luftwaffe. 

Thus it was clear that an offensive in the west could not be justified before spring 1940. That 
this afforded time to seek a political solution of the conflict was welcome from the point of 
view of the military, little as it counted with Hitler after the rejection of his peace offer at the 

beginning of October. 

Since the problem of method, namely the strategic preparation of an offensive in the west, is 
the subject of the next chapter, there is no point in going into it any further here. 

Only this may be said in advance. The offensive plan imposed by Hitler on 9th October was a 
half-measure. Instead of being aimed at a complete decision on the Continent, it was - initially 
at any rate - concerned only with an interim objective. 

This was the point that provided O.K.H. with its opportunity to bring home to Hitler that his 
military advisers had something better to offer than a partial solution not worthy of the stake 
involved. Always providing, of course, that O.K.H. itself believed that by launching an 
offensive it could achieve a complete decision on the Continent. 

It is still not known what prompted the O.K.H. leaders to remain so non-committal on future 
policy in the west during those vital weeks after the Polish campaign that the military decision 
was actually placed in Hitler's hands. They may have been moved by a very proper desire to 
make him seek a political compromise. They may also have rightly shunned a repetition of the 
violation of Belgian neutrality and all that went with it. At the time, however, an outsider was 
left with the impression that the O.K.H. leaders considered it doubtful, to say the least, 
whether any German offensive would be decisively successful. 

Be that as it may, O.K.H. left the initiative to Hitler to make the military decision. By further 
bowing to Hitler's will and putting out the orders for an operation with which its leaders 

privately disagreed, it resigned for all practical purposes as the authority responsible for land 


When, shortly afterwards, the operational proposals put up by H.Q. Army Group A gave 
O.K.H. a chance to regain its lost position, it let the opportunity slip through its fingers. 

By the time the western offensive, thanks to these same proposals, had achieved a degree of 
success exceeding even Hitler's original expectations, the latter regarded O.K.H. as a body 
which he could bypass even in matters of grand tactics. 

Hitler had taken over the functions which Schlieffen believed could at best be performed in 
our age by a triumvirate of king, statesman, and war lord. Now he had also usurped the role of 
the war lord. But had the 'drop of Samuel's anointing oil' which Schlieffen considered 
indispensable for at least one of the triumvirs really fallen on his head? 



NOT UNTIL after the war did anything become generally known about the background of the 
plan which replaced O.K.H. 's original 'Operation Order Yellow' of 19th and 29th October 
1939 as the basis of our offensive in the west - the plan by which so swift and decisive a 
victory was scored over the Anglo-French armies and the forces of Belgium and Holland. The 
first to disclose how this 'new' plan emerged was probably Liddell Hart, who linked my name 
with it as a result of statements made to him by Field-Marshal v. Rundstedt and General 
Blumentritt, our chief of operations during the period in question. 

[ See The Other Side of the Hill, Cassell, 1948. Tr.] 

Since I may be considered to have been the prime mover in this matter, it seems right that I 
should now make my own attempt, on the basis of the records at my disposal, to show how 
the plan came into being, especially as it has since acquired a certain significance. After all, 
the ideas behind the plan were mine, just as it was I who drafted all the memoranda to O.K.H. 
by which we sought to have the operation planned on the only lines conducive, in our opinion, 
to decisive success in the west. Finally it was I who - when already replaced as Chief-of-Staff 

of the Army Group - had an opportunity to expound to Hitler in person the ideas that our 
headquarters had so long failed to get accepted by O.K.H. Only a few days after this, O.K.H. 
put out a new Operation Order based on our recommendations! 

At the same time I would stress that my commander, Colonel-General v. Rundstedt, and my 
collaborators Blumentritt and Tresckow, agreed with my view throughout and that v. 
Rundstedt backed our recommendations to the full with his own signature. Without his 
sanction we could never have kept up our attempts to change O.K.H. 's mind by these repeated 


The war historian or officer reading military history might well find it worth his while to 
study this intellectual tussle over an operation plan in its entirety. For the purpose of this 

book, however, I shall confine myself initially to outlining the O.K.H.'s plan and to explaining 
what I could not help regarding as the shortcomings of its (or, more precisely, of Hitler's) 
strategic conception. Next, by way of contrast to the O.K.H. plan, I propose to deal with the 
essential arguments on which the Army Group based its strategic considerations. Last of all, I 

shall briefly show how, after a long series of frustrations, the original operation plan was 
finally amended - undoubtedly on Hitler's instructions - to coincide with the views of our own 



If asked to define, in the light of the Operation Orders issued by O.K.H. , the basic strategy 
which that body (and Hitler) planned to adopt in the west, I would put it this way: 

O.K.H. proposed - in accordance with Hitler's directive of 9th October - to send a strong right 
wing of the German armies through Holland into northern Belgium to defeat the Anglo- 
French forces it expected to encounter there together with the Belgians and Dutch. In other 
words, the decision was primarily to be sought by a strong thrust on the right wing. This 
assault wing consisted of Army Detachment N (an army detachment - Armee-Abteilung - 
being a small army of two or three army corps) and Army Group B (Colonel-General v. Bock) 
and was to assemble in the area of the Lower Rhine and the northern Eifel. Army Group B 
had three armies under command. Altogether the northern wing embraced thirty infantry 
divisions and the bulk of the mobile formations (nine armoured and four infantry divisions). 
Since the total number of German divisions available on the Western Front was 102, these 
therefore constituted almost half our aggregate strength. 

While Army Detachment N's task was the elimination of Holland, the three armies in the 
Army Group were to attack through northern Belgium, passing north and south of Liege. The 
strong tank forces were intended to play a decisive role here in an attempt to overrun the 


On 29th October this first Operation Order was amended to leave Holland out of the picture in 
the initial stages. This may have been due to representations from O.K.H. 

Henceforth Army Group B was to attack round both sides of Liege with two armies up 
(Fourth and Sixth) and two (Eighteenth and Second) following through. Later, however, 
Holland was again included in the operation, her elimination being this time entrusted to 

Eighteenth Army. 

The decisive thrust of Army Group B was to be covered on the southern flank by Army Group 
A. The latter, consisting of two armies (Twelfth and Sixteenth) and a total of twenty-two 
divisions (none of them with any mechanized troops) was to advance through southern 
Belgium and Luxembourg, after assembling in the southern Eifel and the Hunsriick. Twelfth 
Army was to follow through on the left of Army Group B, establishing a system of echeloned 
defence as it went in order to cover the further advance of Army Group B against enemy 


Sixteenth Army was to wheel south after crossing Luxembourg in order to protect the deep 
flank of the whole operation by establishing a defensive position running closely along the 
north of the Maginot Line's westward projection between the Saar and the Meuse east of 


Army Group C was left with two armies and eighteen infantry divisions to hold the Siegfried 
Line from the Luxembourg frontier down to Switzerland. Seventeen infantry and two mobile 

divisions were available as army reserves. 

The aim of this operation was defined in Paragraph 1 of the O.K.H. Operation Order of 19th 
October under the heading 'General Intention' (in pursuance of Hitler's O.K.W. Directive of 

9th October). It was 

'To defeat the largest possible elements of the French and Allied Annies and 
simultaneously to gain as much territory as possible in Holland, Belgium and Northern 
France as a basis for successful air and sea operations against Britain and as a broad 

protective zone for the Ruhr.' 

Paragraph 2 of the Operation Order indicated that the first object of the two army groups' 
assault, which was to be co-ordinated under the Commander-in-Chief of the Army, v. 

Brauchitsch, must be: 

'While eliminating the Dutch armed forces, to defeat as many elements of the Belgian 
Army as possible in the vicinity of the frontier fortifications and, by rapidly 
concentrating powerful mechanised forces, to create a basis for the immediate 
prosecution of the attack with a strong right wing and the swift occupation of the 

Belgian coastline.' 

In the afore-mentioned amendment to the Operation Order issued on 29th October, O.K.H. 
somewhat extended the aim of Army Group B's operation by re-wording the 'General 
Intention'. Henceforth this was to consist in: 

'Engaging and destroying the largest possible elements of the French Army in Northern 
France and Belgium, thereby creating favourable conditions for the prosecution of the 
war against Britain and France by land and air.' 

In the paragraph headed 'Order of Battle and Tasks', O.K.H. set the Army Group the aim of: 

'Destroying the Allied forces north of the Somme and driving through to the Channel 


The covering role of Army Group A, which continued to be mainly defensive, was broadened 
to the extent that its right-hand army (Twelfth) had now to be pushed over the Meuse opposite 
and south of Fumay and then to head through France's fortified frontier zone in the general 

direction of Laon. 

The operational intention of both Operation Orders might best be expressed by saying that the 
Anglo-French elements we expected to meet in Belgium were to be floored by a (powerful) 
straight right while our (weaker) left fist covered up. The territorial objective was the Channel 
coastline. What would follow this first punch we were not told. 


Significantly enough, my first reaction to the plan laid down in these two Operation Orders 
was emotional rather than intellectual. The strategic intentions of O.K.H. struck me as being 

essentially an imitation of the famous SchliefFen Plan of 1914. 1 found it humiliating, to say 
the least, that our generation could do nothing better than repeat an old recipe, even when this 
was the product of a man like Schlieffen. What could possibly be achieved by turning up a 

war plan our opponents had already rehearsed with us once before and against whose 
repetition they were bound to have taken full precautions? For it was obvious to any military 
mind that the Germans would be even less keen — or able — to assault the Maginot Line of 
1939 than they had the Verdun-Toul — Nancy-Epinal fortifications of 1914. 

By this first rather emotional reaction of mine, however, I did O.K.H. an injustice. One reason 

was that the plan had come from Hitler; another was that it was actually far from being a 
repetition of Schlieffen's. The widespread view that this was so is correct in two respects only 
- i.e. it was intended in 1939, as in 1914, to place the main weight of the German offensive on 
the northern wing; and both plans also involved marching through Belgium. Otherwise the 
plans of 1914 and 1939 were widely divergent. 

In the first place, the situations were entirely different. In 1914 it had still been possible — as 
Schlieffen did — to count on strategic surprise. Even if this did not include the march through 
Belgium, it certainly applied to the massing of Germany's forces on the extreme northern 
wing. In 1939 the corresponding intention on Hitler's part could not be concealed from the 


Furthermore, there was reason in 1914 for hoping — as Schlieffen did — that the French 
would do us the good turn of launching a premature offensive into Lorraine. In 1939 no such 

development could be expected. The enemy would immediately throw in strong forces to 
meet our drive through Belgium and Holland, and these — in contrast to 1914 — would have 
to be tackled mainly head-on. Instead of taking the initiative prematurely in the centre of the 
front, the French were likely to strike a powerful back-hand blow at the southern flank of our 
main forces during their advance through Belgium. In other words, the Schlieffen Plan just 

could not be repeated. 

Apart from this, I soon realized that neither O.K.H. nor Hitler had any intention of copying 
the Schlieffen Plan in the full magnitude of its conception. Schlieffen had drafted his plan 
with an eye to the utter and final defeat of the entire French Army. His aim was to outflank 
the enemy straight off in the north with a wide right hook and then, having cleared the whole 
of northern France, to drive down to the west of Paris and push the entire enemy army back 
against a front extending from Metz through the Vosges to the Swiss frontier, compelling it in 
the end to capitulate. To achieve this he had accepted the risk of initial reverses in Alsace, at 
the same time hoping that the enemy, by unleashing an offensive in Lorraine, would do their 
own bit towards making the Germans' big outflanking operation a complete success. 

The 1939 operation plan, on the other hand, contained no clear-cut intention of fighting the 
campaign to a victorious conclusion. Its object was, quite clearly, partial victory (defeat of the 
Allied forces in northern Belgium) and territorial gains (possession of the Channel coast as a 

basis for future operations). 

It may be that when the then Colonel-General v. Brauchitsch and his Chief-of-Staff were 
drafting the 1939 Operation Order they were reminded of what Moltke had written in his 
introduction to the General Staffs treatise on the War of 1870-71: 

'No operation plan extends with any certainty beyond the first encounter with the main 
body of the enemy. It is only the layman who, as a campaign develops, thinks he sees the 
original plan being systematically fulfilled in every detail to its preconceived conclusion.' 

If this thesis did inspire O.K.H.'s planning, it meant that the latter reserved the right to decide 

whether, and by what means, the offensive should be prosecuted once the first objectives - 
partial victory on the right wing in northern Belgium and the occupation of the Channel coast 

- were attained. 

Judging by what I had heard when the Operation Order was handed to me in Zossen, 
however, I could only suppose that O.K.H. regarded the chances of achieving decisive results 
in the French theatre of war as extremely slender, if not non-existent. This impression was 
later reinforced during the many visits paid to our headquarters by the Commander-in-Chief 
of the Army and his Chief-of-Staff, neither of whom ever gave any serious attention to our 
repeated insistence on the need to strive after total victory. Similarly I doubt if Hitler himself 
then believed in the possibility of completely eliminating France in the course of the projected 
operation. Indeed, his primary concern was probably the recollection that when our offensive 

miscarried in 1914 we had found ourselves lacking even the necessary basis for submarine 
warfare against Britain. That was why he now attached such importance to winning that basis 
- in other words, to possession of the Channel coast. 

Now it was perfectly clear that an operation aiming at the total defeat of France could no 
longer be executed at one stroke, as Schlieffen had planned to do. As has been explained 
above, the requisite conditions no longer obtained. Yet if it were proposed - once the partial 
victory envisaged by O.K.H, had been won - to proceed with a view to eliminating France 
entirely as an opponent, the present operation had at least to be related to this ultimate goal! In 
the first place, it had to bring about the total destruction of the enemy's northern wing, in 
order to establish decisive superiority for the second move, the aim of which would be to 
annihilate the remaining western forces in France. 

In the second place, it had simultaneously to create a favourable strategic situation from 

which to launch this subsequent thrust. 

To my mind, the operation as drafted offered no guarantee of fulfilling these two basic 


When the German assault formation, Army Group B, which had a total strength of forty-three 
divisions, arrived in Belgium, it would run into twenty Belgian and - if Holland were brought 
in - a further ten Dutch divisions. However inferior these troops might be to the Germans in 
the qualitative sense, their prospects of resistance were favoured by strong fortifications (on 
both sides of Liege and along the Albert Canal) and natural obstacles (in Belgium the Albert 
Canal running down to the fortress of Antwerp, and the fortified line of the Meuse pivoted on 
Namur; in Holland the numerous waterways). Within a very few days, moreover, these forces 
would be joined by the Anglo-French armies (including all their tank and motorized divisions) 
already assembled on the Franco-Belgian frontier to meet a German invasion. 

Thus the German assault wing would have no opportunity, as in 1914, of achieving strategic 
surprise by a grand-scale outflanking movement. With the arrival of the Anglo-French forces 
it would have to fight an opponent as strong as itself — and attack him more or less frontally 

at that. The success of this first blow must thus be achieved by tactical means, since there was 
no provision for it in the strategic dispositions for the offensive. 

Were the enemy to show any skill in his leadership, he might conceivably succeed in evading 
an outright defeat in Belgium. Even if he did not manage to hold the fortified line Antwerp- 
Liege-Meuse (or Semois), he must still be expected to get back behind the lower Somme in 
reasonable order. Once there, he could draw on his powerful reserves to build up a new front. 
By this time the German offensive would be losing momentum, and Army Group A would be 

unable, either by the disposition or the strength of its forces, to prevent the enemy from 
forming a defence front from the end of the Maginot Line east of Sedan to the lower Somme. 
In this way the German Anny would land in a situation similar to that of 1914 at the end ot the 
autumn battles. Its only advantage would be possession of a broader coastal basis along the 
Channel. Consequently we should neither have achieved the destruction of the enemy forces 

in Belgium - which was essential if we were to have adequate superiority in the decisive 
phase - nor should we have been in a favourable strategic situation for these final battles. The 
operation planned by O.K.H. would bring partial victory, nothing more. 

As it turned out, the enemy was overrun wholesale in Belgium in 1940, thanks to the skilful 
handling of Army Group B, with the result that the Belgian and Dutch armies were forced to 
capitulate. But however great our trust in German leadership and the striking power of our 
armour, these were not successes that could be counted upon in advance. Had the other side 
been better led, the story might have been a very different one. 

The utter debacle suffered by the enemy in northern Belgium was almost certainly due to the 
fact that, as a result of the changes later made to the operation plan, the tank units of Army 
Group A were able to cut straight through his lines of communication and push him away 

from the Somme. 

Finally, there was one other thing that the O.K.H. plan failed to consider — the scope for 
manoeuvre open to a bold and resolute enemy commander. One had no right to assume that 

such leadership would be lacking, particularly in view of the reputation General Gamelin 
enjoyed with us. He had certainly made an excellent impression on General Beck when the 

latter visited him before the war. 

A bold enemy commander was in a position to parry the German drive expected through 
Belgium and simultaneously to mount a large-scale counter-offensive against the southern 
flank of the German northern wing. Even when the forces earmarked for support of the 
Belgians and Dutch had been thrown into Belgium, fifty or sixty divisions for such a 
counterblow could certainly be found in the Maginot Line, which could easily spare them. 
The further forward Army Group B advanced in the direction of the English Channel and 
Somme estuary, the better the enemy command could effect its thrust into the deep flank of 
the Germans' northern wing. Whether Army Group A, with its twenty-two divisions, would be 
strong enough to parry this was by no means certain. Whatever the answer, any developments 
on these lines would hardly be strategically conducive to a final solution in the western 



The above objections, sketched out as they occurred to me when studying the O.K.H. 
Operation Orders, formed the basis of the proposals we set forth in a series of memoranda 

aimed at bringing the army leaders round to our own point of view. Since these proposals 
were inevitably somewhat repetitive, I shall merely summarize them here, at the same time 
indicating where they contrasted with the operational intentions of O.K.H. : 

1 . The aim of the western offensive, I submitted, must be to force an issue by land. To strive 
after the limited objectives set out in the O.K.H. Operation Orders justified neither the 

political hazards (violation of three countries' neutrality) nor the military stakes involved. The 
offensive capacity of the German Army was our trump card on the Continent, and to fritter it 
away on half-measures was inadmissible - if only on account of the Soviet Union. 

2. The main weight of our attack must lie with Army Group A, not B. The proposed thrust by 
Army Group B would hit the waiting enemy more or less frontally; even if it achieved some 

initial success, it might well peter out on the Somme. 

The real chance lay with Army Group A, and consisted in launching a surprise attack through 
the Ardennes — where the enemy would certainly not be expecting any armour because of the 
terrain - towards the lower Somme in order to cut off the enemy forces thrown into Belgium 
forward of that river. This was the only possible means of destroying the enemy's entire 
northern wing in Belgium preparatory to winning a final victory in France. 

3. Besides offering the main chance, Army Group A also harboured the main danger for the 

German offensive. 

If the enemy acted rightly, he would seek to elude an unfavourable contest in Belgium, 
possibly by withdrawing behind the Somme. Concurrently he would deploy all his available 
forces for a grand counter-offensive against our southern flank with the aim of surrounding 
the main body of the German Army in Belgium or forward of the Lower Rhine. Disinclined 
though one might be to credit the French High Command with such audacity, and certain 
though France's allies were to oppose so bold a solution, the possibility could still not be 


If our offensive through northern Belgium were to halt on the lower Somme, the enemy 
would at least succeed in forming an unbroken defensive front with the reserves he had in 
hand. This front could start at the north-west end of the Maginot Line east of Sedan and, 
taking advantage of the Aisne and the Somme, run right down to the Channel. 

To prevent this it was vital to smash any enemy concentrations on our southern flank, either 

on both sides of the Meuse or between the Meuse and Oise, before they could reach 
completion. The cohesion of the enemy front in this area must be destroyed from the outset 
with a view to turning the flank of the Maginot Line later on. 

4. Army Group A, with which the operation's main effort must lie (even if initially, for reasons 
of space, more divisions could be accommodated with Army Group B), must be given three 

armies instead of two. 

One army would drive through southern Belgium and across the Meuse as already envisaged, 
but then it must thrust towards the lower Somme to take the enemy forces facing Army Group 

B in the rear. 

Another army must be committed in a south-westerly direction with the task of taking 
offensive action against and smashing any enemy forces concentrating west of the Meuse to 

counter-attack against our southern flank. 

A third army must, as envisaged, cover the deep flank of the overall operation from north of 
the Maginot Line between Sierk and Mouzon (east of Sedan). 

In pursuance of this transfer of the main weight of the operation from Army Group B to Army 

Group A we duly called for: 

(i) one more army (which, even if it could not be phased in until our offensive was under way, 

must be available from the very start) and 

(ii) strong armoured forces. 

These, very much condensed, are the main trends of thought constantly recurring in our Army 

Group's manifold memoranda to O.K.H. 


Naturally I did not immediately find myself presented with a cut-and-dried operation plan in 

that October of 1939. Hard work and endeavour must always confront the ordinary mortal 
before he attains his goal. No ready-made works of art can spring from his brain as did Pallas 

Athene from the head of Zeus. 

Nevertheless, the basic principles of the 'new' plan were contained in the Army Group's very 
first proposals to O.K.H. (dated 31st October 1939) on operational policy in the event of a 

German offensive. 

To be more precise, there were two documents involved. The first was a letter from the Army 
Group Commander to the Commander-in-Chief dealing with the fundamental problem of 
carrying out a German offensive in the situation at that particular time. 

Von Rundstedt began by emphasizing that the offensive planned in accordance with the 
Operation Orders of 19th and 29th October could not have a decisive effect on the war. The 
strength of Germany's forces in relation to the enemy's offered no basis for an all-out victory, 

nor did the operation, being entirely frontal in character, afford any prospect of turning the 
enemy's flank and taking him in the rear. The probable upshot would be a frontal battle on the 
Somme. At the same time v. Rundstedt pointed to the difficulties opposing the effective use of 
tanks and aircraft - our ace cards - in autumn and winter. 

Nevertheless, an offensive must still be launched if its success would create the prerequisites 
for our fleet and air force to go into action against Britain. The experience of World War I had 
shown that it was not enough to possess only a part of the Channel coast: we must control the 
whole North French coastline as far as the Atlantic for this purpose. 

To expend the offensive capacity of the German Army on a limited victory was, with the 
Soviet Union at our backs, indefensible. This offensive capacity was the decisive factor on the 
Continent, and the friendship of the Soviet Union would be ensured only as long as we had an 

army capable of offensive action. 

For the time being our army's offensive capacity was invested solely in the regular divisions, 
and would remain so until the new formations had acquired the necessary degree of training 
and stability. A crucial offensive could not, however, be mounted with regular divisions 


It might be that the Western Powers could be made to take the offensive as the result of 
pressure by the Luftwaffe on Britain, though even if Britain were to demand such action it 
was not at all certain whether French fighting morale would stand up to the blood-letting this 
must entail. From our point of view it was desirable that the enemy should himself be saddled 
with the burden of attacking fortified positions and with the odium of violating Belgian (and 
Dutch) neutrality. At the same time one could not play a waiting game indefinitely and give 
Britain time to fill in the gaps in her armaments and aircraft production. 

From the military point of view the war against Britain could be won only at sea and in the 
air. It could only be lost on the mainland if the army's offensive capacity were wasted on 

indecisive battles. 

Von Rundstedt's letter thus amounted to a warning not to launch any German offensive 
prematurely — i.e. in the autumn or winter months. In this respect Army Group A and O.K.H. 
saw eye to eye. They did not agree, however, on the method to be adopted, and the Army 
Group Commander went on record against conducting the operations — for such was the 
implication of the O.K.H. Operation Orders - in a way which did not assure us of conclusive 


Army Group As second communication to O.K.H., dated 31st October and now put in the 
form of a staff letter, supplemented v. Rundstedt's appreciation by making definite 

recommendations on how we felt a German offensive should be conducted. This document, 
which already contained the essentials of the 'new' plan, stressed the necessity of: 

(a) shifting the main weight of the operation as a whole on to the southern wing; 

(b) committing strong motorized forces in such a manner that they could thrust up from the 
south into the rear of the Allied troops in northern Belgium; 

(c) following up with an additional army responsible for warding off, by offensive action, any 
large-scale counter-attack against our southern flank. 

One could hardly have expected this letter to evoke any response by 3rd November, the date 
on which we were visited by the Commander-in-Chief of the Army and his Chief-of-Staff, 
though it did enable me - acting on instructions from Colonel-General v. Rundstedt - to state 
our case direct. Colonel-General v. Brauchitsch, however, turned down the request I made for 
additional forces (the extra army and strong tank units) with the remark that he 'only wished 

he could spare them'. This made it clear enough that he still entirely refused to accept our 
point of view. Finally, however, he did promise us an armoured division and two motorized 

regiments from the army reserve. 

Unfortunately our visitors also made it only too clear that they had strong reservations about 
the projected offensive in the west, specifically with regard to the chances of winning a 
decisive victory. Understandably enough they asked our army and corps commanders to 

report on the present condition of their formations, but the way they received the complaints - 

of which there were naturally many - about the state of the newly formed divisions left one 
with the impression that they personally set no very great store by the offensive. 

To compensate for this impression, Colonel-General v. Rundstedt himself addressed the 
generals of the Army Group a few days later. By indicating the operational standpoint of his 
own staff, he showed them that there was actually every prospect of a victorious decision in 
the west, even if it were not expedient to take the offensive before the spring. 

On 6th November, when replying to an O.K.H. request for a statement of our intentions in 
pursuance of the Operation Order, we put our recommendations up once again, but received 

no answer. 

All this time Hitler's 'weather boffins', the Air Ministry meteorologists, were scampering 
merrily up and down their ladders. Every time they predicted even a brief spell of good 
weather, Hitler issued the code-word for the final troop assemblies. But on each occasion the 
boffins had to retract and the attack was called off. 

On 12th November we were taken completely by surprise by the following teleprinter 


'The Fuhrer has now directed that a third group of fast-moving troops will be formed on 
the southern wing of Twelfth Army or in the sector allotted to Sixteenth Army, and that 
this will be directed against Sedan and the area to the east of it, taking advantage of the 
unwooded terrain on either side of Arlon, Tintigny and Flurenville. Composition: H.Q. 
19 Corps, 2 and 10 Panzer Divisions, one motorized division, the Leibstandarte and the 

Gross-Deutschland Regiment. 

'The task of this group will be: 

(a) To defeat mobile enemy forces thrown into southern Belgium and thereby to lighten 

the task of Twelfth and Sixteenth Armies; 

(b) To gain a surprise hold on the west bank of the Meuse by or south-east of Sedan, 
thereby creating a favourable situation for the subsequent phases of the operation, 
specifically in the event of the armoured units under command of Sixth and Fourth 
Armies proving unsuccessful in their own sectors.' 

The above was followed by an appropriate amplification of the O.K.H. Operation Order. It 
was apparent from the wording of the message that this allocation of 19 Corps to Army Group 
A had been made on Hitler's orders. What had caused him to do this? Possibly he conceived 
the idea following a recent interview with the commander of Sixteenth Army, General Busch. 
The latter was acquainted with my views and may have brought up our wish for armoured 

forces for a swift drive through the Ardennes. It is also possible that Hitler reached the 
decision on his own. He had a keen eye for tactical openings and spent much time brooding 
over maps. He may have realized that the easiest place to cross the Meuse was at Sedan, 
whereas the armour of Fourth Army further up would find the going much harder. Very likely 
he had recognized the Meuse crossing at Sedan as a promising spot (in the sense that it 
offered an opening on the river for the southern wing of Army Group A) and wanted - as he 
always did - to go for every tempting objective at once. In practice, pleased though we were at 
acquiring the panzer corps, it still entailed dispersing our armour, and for that reason the 

commander of 19 Panzer Corps, General Guderian, was at first none too happy about his 
formation's new role, his contention having always been that tanks should be used to 'punch 
hard' at one place at a time. Only when I had briefed him on our Army Group's operational 
motives for seeking to shift the main weight of the entire offensive to the southern wing and 

drawn his attention to the alluring target of the Somme estuary in the enemy's rear did 
Guderian show unbounded enthusiasm for our plan. Ultimately it was his elan which inspired 
our tanks on their dash round the backs of the enemy to the Channel coast. For me, of course, 
it was a great relief to know that my idea of pushing large numbers of tanks through such 
difficult country as the Ardennes was considered feasible by Guderian. 

To come back once more to the allocation of 19 Panzer Corps, there is no doubt that Hitler 
envisaged it only as a tactical measure which would at the same time facilitate Army Group 

B's own crossing of the Meuse. 

Nor did O.K.H.'s amplification to its Operation Order include any reference to setting new 
objectives. It had no notion whatever of seeking, or even paving the way for, a final decision 
by mounting an outflanking movement from Army Group A's sector in the direction of the 

Somme estuary. 

On 21st November the Commander-in-Chief of the Army and his Chief-of-Staffpaid us 

another visit in Coblenz. In addition to the army commanders of Army Group A, the 
commander of Army Group B, Colonel-General v. Bock, and his army commanders also 


It was a noteworthy occasion for one reason in particular. Von Brauchitsch had asked that the 
army group and army commanders should state their intentions, and what dispositions they 

had made, in pursuance of the O.K.H. Operation Order. Yet when our own turn came round, 
he announced that he only wanted the army commanders to speak. It was evident from this 
that he wished to obviate any risk of Army Group A's ventilating its disagreement with the 

Operation Order. 

Consequently we had no choice but to hand the heads of O.K.H. a further memorandum we 
had prepared on our opinion of how the offensive should be conducted. 

This, like its predecessors of 3 1st October and 6th November and the four that followed on 

3oth November, 6th December, 18th December and 12th January, set forth the principal 
considerations on which Army Group A's plan for the overall operation were based. Each of 
these memoranda propounded substantially the same concepts as have already been developed 
above, so I shall refrain from recapitulating them. 

In the meantime, it seems, Hitler had been giving some thought to the employment of 19 
Panzer Corps in the sector of Army Group A and to the problem of how to move up additional 
forces in support of it in case the thrust delivered by the armour still massed with Army Group 
B did not achieve the quick results expected of it. We are told by Greiner, who kept the 
O.K.W. war diary, that about mid-November Hitler asked O.K.H. whether, and by what 
methods, Guderian's armour could be reinforced should the need arise. Greiner also reports 
that about 20th November Hitler sent O.K.H. a directive instructing it to make provisions for 
a rapid switch of the offensive's main effort from Army Group B to Army Group A in the 
event of 'the latter's achieving quicker and more far-reaching results'. 

Acting apparently on this directive, O.K.H. at the end of November moved up 14 Motorized 
Corps from east of the Rhine to locations behind Army Group A's assembly area. The corps 
still remained part of the army reserve, nonetheless, with O.K.H. retaining the express right to 
decide, in accordance with the situation, whether it would eventually be allotted to Army 

Group A or B. 

It is not clear whether Hitler himself conceived the idea of shifting the main weight of the 
operation to Army Group A or whether he was even then aware of Army Group A's views. 

On 24th November, the day after he had addressed the heads of the three services at Berlin, 
Hitler received Colonel-General v. Rundstedt and Generals Busch and Guderian. I gathered 
from Busch during the return journey to Coblenz that Hitler had shown great sympathy for the 
Army Group's viewpoint at the interview. If this is so, I think he must have been primarily 
concerned with the reinforcement of our Army Group's armour as a means of opening up the 
line of the Meuse at Sedan in the interest of Army Group B. I consider it most unlikely that v. 
Rundstedt used this occasion to present Hitler with our own draft plan, particularly as v. 
Brauchitsch's position was so precarious just then. 

As for Greiner's statement that Hitler had heard of our plan as early as the end of October 
from his military assistant, Schmundt, this at least seems doubtful as far as the timing is 
concerned. However, Schmundt did come to see us on instructions from Hitler to ascertain 
whether an offensive really was precluded - as our reports claimed - by bad weather and the 

state of the ground. On that occasion Colonel Blumentritt, our Chief of Operations, and 
Lieutenant-Colonel v. Tresckow told Schmundt in confidence that the Army Group had sent 
O.K.H. a plan of attack which it considered to be better than the latter's own. 

A few days later Blumentritt, with my consent (given only very reluctantly, though with v. 
Rundstedt's approval), sent Colonel Schmundt a copy of my last memorandum. Whether it 
was passed on to Hitler or even to Jodl I cannot say. At all events, when Hitler sent for me on 
17th February 1940 to hear my views on an offensive in the west, he gave not the least hint 
that he had seen any of our memoranda to O.K.H. 

It may be that Hitler's object at the end of November was to ensure that the main effort could 
be shifted from Army Group B to Army Group A when operations were already in progress. 
This still did not imply any deviation from the plan as it stood to date, nor did it mean that he 
had accepted our operational precepts. Despite the fact that 14 Motorized Corps had been 
moved up behind our assembly area, the Operation Order remained fully in force. Just as 
before, success was to be sought first and foremost by Army Group B's massed push through 
northern Belgium while Army Group A kept to its protective role. The only difference was 
that Hitler wanted to be in a position to switch the main effort of the offensive at a later stage 
if Army Group B's successes did not come up to expectation or if Army Group A achieved 

quicker results. 

This was made palpably clear by the reply I received from General Halderto a fresh 
memorandum I had submitted on 30th November. It was, incidentally, the first 
acknowledgement of our recommendations to date. 

The gist of our own remarks had been that a new point of attack — i.e. through Army Group 
A - now seemed to be emerging after all, and that provided the Ardennes breakthrough were 
successful, this must entail extending the scope of the operation just as we had suggested. 

While conceding that our views largely coincided with those of O.K.H., Halderinsisted that 

the latter's orders regarding 19 and 14 Corps did not establish a new focal point for the 
offensive, but merely provided for the possibility of creating one if the need were to arise. 
'Owing to influences beyond our control,' he added, 'the decision as to where the main effort 
will be made has changed from a problem of planning to one of command during the 

operation itself 

Two things could be gathered from the above. The first was that Hitler intended that his right 
to make the crucial decision should also cover the actual execution of the offensive. The 
second was that he intended making the location of the main effort dependent on how the 

offensive developed and that, for the time being at any rate, he was either unacquainted with 

our own plan or disinclined to adopt it. 

The latter impression was confirmed by a reply given to me by Haider on the telephone on 

15th December. 

On 6th December I had sent him another personal letter recapitulating all the aspects 
favouring our operation plan. This letter actually contained the 'new' plan in its entirety. When 
Haider had still not replied by 15th December, I rang up General v. Stiilpnagel, the 
Oberquartiermeister I, and asked him how much longer O.K.H. proposed to ignore our 
proposals. This produced the afore-mentioned telephone call from Haider. He assured me that 
the army leaders entirely agreed with us, but were under strict instructions to leave the main 
effort with Army Group B or, alternatively, to allow for a shift of this effort in the course of 

the offensive. 

One might have assumed from this that the heads of O.K.H. had actually come round to our 
point of view and that they would have brought it to Hitler's notice in some form or other. 
However, I learnt at the same time from General Warlimont, Jodl's deputy, and from the Chief 
Operations Officer of the Wehrmacht Operations Staff, the future General v. Lossberg, that 
O.K.H. had never submitted any recommendations to Hitler on the lines suggested by us! It 
was all rather perplexing as far as we were concerned. 

Whether or not O.K.H. was sincere in agreeing with us, the idea of not placing the main effort 
with Army Group A until after the offensive had started was in any case quite incompatible 
with the operations we at Army Group had in mind. 

Admittedly, it was Napoleon who coined the phrase on s 'engage partout et on voit. For the 
French this has become almost axiomatic, particularly since their Lorraine initiative in 1914 
proved such a fiasco. It is also an axiom which the Allied High Command could undoubtedly 
have adopted in 1940. Since they wished to saddle us with the burden of taking the offensive, 
they would have been absolutely right to sit back and wait. Their duty lay in evading a test of 
strength in Belgium in order to deal a counterstroke against the southern flank of our 
offensive with the most powerful forces they could muster. 

In our own case, however, there could be no question of waiting to see where and when we 
should play our trumps, for the operation plan of Army Group A was based on surprise. The 
enemy could hardly be expecting a strong armoured force to drive through the Ardennes with 
a whole army in its train. But this drive would attain its objective, the Lower Somme, only if 
any enemy forces thrown into southern Belgium were successfully overrun. We had to cross 

the Meuse at the same time as the remnants of these troops if we were subsequently to take 
the enemy forces facing Army Group B in northern Belgium in the rear. 

Similarly, any attempt to smash the deployment of strong enemy reserves on our southern 
flank - between the Meuse and Oise, for example — before it could be completed, thereby 
creating a favourable jumping-off position for the 'second act', the destruction of the 
remaining enemy forces, could succeed only if we had enough forces down there to retain the 


To wait and see 'which way the cat jumped' before deciding where to place one's main effort 
was tantamount to abandoning the chance of annihilating the enemy forces in northern 
Belgium by an outflanking movement from the south. At the same time it would mean 
allowing the enemy to deploy for that counterblow on our southern flank which constituted 
his own chance of victory. It was a chance, albeit, of which the enemy high command never 

availed itself. 

As for the idea of waiting for adequate forces to be allocated to Army Group A and making 
the decision to deliver the main thrust there dependent on whether we managed to achieve 
surprise with inadequate forces, all one can do is to quote Moltke's dictum that 'an error in the 
first stages of deployment can never be made good'. 

In short, one could not wait to see how our offensive developed — whether the massed drive 
of Army Group B would smash the enemy in Belgium or whether a lone 19 Panzer Corps 
would get through to Sedan. If Army Group A's plan were to be adopted, we must be given 
adequate armour and three armies from the outset, even if the third army could not be phased 
in until room for it had been found in the course of the advance. That was why, in my 
memorandum of 6th December, I had called for not two armies of twenty-two infantry 
divisions and only one panzer corps, but three armies of forty divisions and two mobile corps. 
(Incidentally, this was the actual number we secured after Hitler had intervened and our plan 

had been accepted.) 

And so we had to go on with the struggle. Our prime concern from now on was to ensure that 
from the very first stage of the operation not only 19 Panzer Corps but also 14 Motorized 
Corps were utilized for the thrust through the Ardennes, across the Meuse at Sedan and on 
towards the Lower Somme. Furthermore, it was essential that the third army we had requested 
should be available from the outset to take offensive action against any enemy deployment on 

our southern flank west of the Meuse. 

If we could get these two demands accepted - even if O.K.H. still would not accept our views 
as a whole - the offensive was bound to be guided into channels conducive to the conclusive 

victory for which we strove. 

Admittedly, even our own operation plan would not - as Moltke put it — extend with any 
certainty beyond the first encounter with the main body of the enemy - least of all if a lack of 
adequate forces brought the attack to a standstill in its preliminary stages. 

But in that very same context Moltke pointed out that the military commander must look past 
this first encounter 'and keep his eye fixed on the ultimate goal'. That goal, as we saw it, could 
be none other than total victory on the European mainland. Such must be the object of the 
German offensive throughout, even if two distinct phases were needed to achieve it. 

The Napoleonic precept quoted above - which, in the last analysis, is exactly what Hitler's 
reservations regarding the location of the main effort boiled down to - might provide an 
admirable solution in other situations. In our own case it meant aiming short of absolute 


On 18th December, my letter to the Chief-of-Staff on 6th December not having produced the 
desired effect, I submitted to v. Rundstedt a 'Draft Operation Order' for the western offensive 
based on our own conception of the operation. It was to serve him as a brief in interviews with 
the Commander-in-Chief of the Army and - if the latter agreed - with Hitler. The interview 
with v. Brauchitsch took place on 22nd December, but there was no meeting with Hitler. 
O.K.H. was also sent the above draft in writing, as I hoped that when expressed in this cut- 
and-dried form our views would have more chance of convincing the O.K.W. Operations 
Branch than the purely theoretical representations made hitherto. Only after the war did I find 
that the Operations Branch never received any of our memoranda from Haider. 

The weather in the second half of December put any thought of an offensive out of the 
question. In any case, it seemed advisable to allow an interval to elapse before we again 
started pressing for a change in the operation plan, since we had supplied quite enough food 
for thought for the time being. As a result I was able to go home for Christmas. On my return 
to Coblenz from Liegnitz I looked in at O.K.H. in Zossen to find out what impression our 

draft had made. I was again assured by General v. Stiilpnagel that they were much in 
agreement with our views, but that O.K.H. was bound by an order from Hitler to leave the 
decision open as to where the main effort should be made. 

As before, it was not clear whether the Commander-in-Chief had made any mention of our 
recommendations to Hitler. It seemed improbable that he had done so, since I learnt from 
Lieutenant-Colonel Heusinger, then G.S.O. I of the Operations Branch, that v. Brauchitsch 

had not been near Hitler since 5th November. 

In the New Year Hitler's weather boffins livened up again. The clear, frosty weather promised 
a fine spell which would enable the Luftwaffe to go into action, though the cold - 
accompanied by a thick blanket of snow in the Eifel and Ardennes - was by no means 
propitious to armour. At all events, Hitler again issued the code -word which set the troops 
moving into their final assembly areas for the offensive. 

Undeterred by this, we sent O.K.H. one more memorandum on 12th January. It bore the title 
Western Offensive and again set forth the views we had so often expressed on the need to aim 
at a decisive victory. Although there could be no question of changing the Operation Order at 
that particular juncture, we felt that once the actual operation had started our views would still 
have to be taken into consideration. In any case, the order to start the offensive had been 
countermanded so many times already that it was reasonable to hope for a repetition that 
would still leave us time to get the plan fundamentally changed. 

To achieve that, however, we had to remove the stumbling-block which to date had prevented 
our own plan from being accepted. Where did this lie? According to what O.K.H. had told us, 

it lay with Hitler. O.K.H. had repeatedly emphasized that though largely in agreement with 
our views, it was under orders from Hitler not to fix the focal point of the attack until the 

operations were under way. But had O.K.H. in fact ever apprised Hitler of our plan, which 
differed so radically from its own version? Would it not be possible to convince Hitler if only 

he could be shown a plan directed not merely at limited objectives but actually visualizing 

something which, as far as we could see, neither he nor the heads of O.K.H. had seriously 
considered to date - the possibility of conclusive victory in the west? 

To get this clarified once and for all, the memorandum was accompanied by a letter from 
Colonel-General v. Rundstedt ending with the following sentence: 

'Now that this Army Group has been informed that the Fuhrer and Supreme 
Commander has retained overall control of the operations by reserving the right to 
decide where the main effort will be made (i.e. that O.K.H. is not free to make its own 
operational decision), I request that this memorandum be submitted to the Fuhrer in 


(signed) v. RUNDSTEDT.' 

This demand - which was made at my suggestion and to which the General had immediately 

been ready to append his signature - did, to a certain extent, contravene German military 
tradition, which prescribed that only the Commander-in-Chief of the Army or his Chief-of- 
Staff were competent to make recommendations to the Supreme Commander. 

However, if O.K.H. really agreed with our views, there was nothing to stop it taking up our 
operation plan and submitting it to Hitler on its own initiative. This would have given it an 
opportunity of impressing him, and possibly of rehabilitating itself as the ultimate authority in 
all matters affecting land operations. No one would have been more pleased to see this happen 
than myself, as one who had striven so much with Colonel-General v. Fritsch and General 
Beck to give O.K.H. this standing during my period of office as Oberquartiermeister I. 

[That we at Army Group A never sought publicity as the progenitors of the new strategy is 
proved by the fact that it only became known after the war following Liddell Hart's talks with 

v. Rundstedt and Blumentritt. Author.'] 

If, on the other hand, O.K.H. had already made an unsuccessful attempt to get proposals in 
line with our own accepted by Hitler, the submission of a plan initiated by Colonel-General v. 
Rundstedt, of whom Hitler held so high an opinion, would have considerably strengthened its 


Perhaps it would then still have been possible to dissuade Hitler from making the location of 
the main effort dependent on the course of operations. This - or so we had been led to believe 
by O.K.H. - was now the main obstacle to the realization of our policy. 

The answer we received to this memorandum was disappointing. It said we were mistaken in 

supposing that O.K.H. sought only limited objectives, as others were to be fixed in due 
course. Provision had been made for assigning Army Group A extra forces and an additional 
army headquarters, but the actual timing must rest with the Commander-in-Chief of the Army. 
There was, we were told, no occasion to show Hitler our memorandum, with which the 
Commander-in-Chief was substantially in agreement. 

This assurance of the Commander-in-Chiefs agreement could still not close our eyes to his 
unwillingness to advocate to Hitler the fundamental changes which we recommended in the 

operation plan. 

On the contrary, the Operation Order remained in force in its previous form. The outcome of 
the battle in Belgium was still to be sought by the frontal push of Army Group B, where the 
main effort would continue to be concentrated for at least the first phase of the offensive. 

Army Group A remained responsible for protecting this operation. Nothing was done about 
broadening its task to include a drive towards the lower Somme and round the back of the 
enemy forces being tackled frontally by Army Group B in northern Belgium. 

Any eventual shift in the main weight of the German offensive remained dependent on the 
progress of operations. Army Group A was not given the armour which, according to our own 
scheme of operations, must be under command from the outset if there were to be any hope of 
achieving surprise in southern Belgium and driving round behind the enemy in the direction 

of the Somme estuary. Neither was the Army Group to enjoy the security of having an 
additional army, necessary though this would be for any offensive action to cover our thrust 

against the anticipated enemy counterblow. 

In other words, we were sticking to that 'irreparable error in the first stages of deployment'. 
Those responsible did not want to commit themselves to an operation which General Jodl 
described in February 1940 as 'a roundabout road on which the God of War might catch us'. 

Quite unconsciously, the German and Allied High Commands had agreed that it was safer to 

attack each other head-on in northern Belgium than to become involved in a venturesome 
operation - on the German side by accepting the plan of Army Group A, on the Allied side by 
avoiding a conclusive battle in Belgium in order to deal a punishing blow to the southern 

flank of the German offensive. 

Meanwhile something had occurred which many people have since held to be the decisive 
factor responsible for the fundamental changes which were later made to the operation plan to 
bring it into line with the recommendations of Army Group A. 

The G.S.O. I of 7 Airborne Division had made an accidental landing on Belgian territory, as a 
result of which at least part of First Air Fleet's Operation Order fell into Belgian hands. One 
had to assume that the Western Powers would learn, through Belgium, of the operation plan 

existing to date. 

In point of fact this misfortune did not lead to any alteration of the operation plan, though it 
may well have increased the readiness of Hitler and O.K.H. to entertain our Army Group's 
proposals later on. As it was, a Commander-in-Chiefs conference in Bad Godesberg on 25th 
January of the generals commanding Army Groups A and B and their subordinate armies 

revealed no change in O.K.H. 's basic attitude. Though the meeting took place some 
considerable time after the mishap in question, the tasks of the army groups and armies 
remained the same as before. Army Group B's role was now merely expanded to allow for its 
Eighteenth Army to occupy the whole of Holland and not - as had previously been intended - 

only those parts of the country lying outside the so-called 'Fortress of Holland'. As far as 
Army Group A was concerned, everything remained as before. Though we were able to get 
Second Army H.Q. brought into our area, it remained, like 14 Motorized Corps, at the 
disposal of O.K.H. Despite my having pointed out, on my commander's instructions, that 
sending 19 Panzer Corps through the Ardennes on its own would not bring us success at 
Sedan now that the enemy had assembled considerable forces (Second French Army) on the 
Meuse, v. Brauchitsch still refused to place it under our command. This showed that the 

Supreme Command was just as determined as ever not to shift the main effort until it became 
clear what course the operations were taking. It also proved that the loss of the Operation 
Order to the Belgians had done nothing to change the minds of those at the top. 

Nevertheless, Army Group H.Q. followed up these representations to O.K.H. on 25th January 
by a further memorandum five days later based on enemy intelligence we had received in the 
meantime. We pointed out that strong French forces — particularly mechanized units - could 
henceforth be expected to be thrown into southern Belgium. In these circumstances there was 
no point in hoping that 19 Panzer Corps would alone be strong enough either to overcome this 
enemy grouping or to force a crossing of the river. 

Our view was corroborated by a sand-table exercise in Coblenz on 7th February at which we 
ran through the advance of 19 Panzer Corps and the two armies of our Army Group. It was 
only too plain from this how problematical the use of 19 Panzer Corps in isolation was going 
to be. I had the impression that General Haider, who attended the exercise as an observer, was 
at last beginning to realize the validity of our standpoint. 

Meanwhile my own fate had taken a sudden turn. On 27th January I was notified that I had 
been appointed Commanding General of 38 Corps, the headquarters of which was about to be 

set up back at home. I learnt from Colonel-General v. Rundstedt that he had already been 
informed of this in confidence by the Commander-in-Chief at the conference on 25th January. 
The reason given was that I could no longer be passed over in any new corps appointments, as 
General Reinhardt, who was my junior, was also being given a corps. Though there was little 

or nothing about the move to distinguish it from the normal process of promotion, it still 
seemed strange to switch the Chief-of-Staff of an army group just when a big offensive was 
impending. There were, after all, other ways of solving the rank problem which supplied the 
pretext for this change. It can hardly be doubted, therefore, that my replacement was due to a 
desire on the part of O.K.H. to be rid of an importunate nuisance who had ventured to put up 

an operation plan at variance with its own. 

At the close of the above-mentioned sand-table exercise, which I had helped to run, v. 
Rundstedt thanked me in front of everyone present for all I had done as his Chief-of-Staff. His 
choice of words on this occasion reflected all the kindness and chivalry of that great 
commander. It was a further source of satisfaction to me that the two army commanders of 
our Army Group, Generals Busch and List, as well as General Guderian, not only deplored 
my removal but were genuinely dismayed by it. 

On 9th February I left Coblenz for Liegnitz. 

My trusty colleagues Colonel Blumentritt and Lieutenant-Colonel v. Tresckow, however, had 
no intention of throwing up the sponge and treating my departure as the end of the struggle for 

our operation plan. 

It was Tresckow, I imagine, who induced his friend Schmundt, Hitler's military assistant, to 
fix an opportunity for me to talk to Hitler personally about the way we thought the offensive 

in the west should be conducted. 

Be that as it may, on 17th February I was summoned to Berlin to report to Hitler with the 
other newly appointed corps commanders. Our interview was followed by a luncheon at 
which Hitler, as usual, did most of the talking. He showed an amazing knowledge of technical 

innovations in the enemy States as well as at home; and the reports of a British destroyer's 
raid on the Altmark inside Norwegian territorial waters prompted him to dwell at length on the 
inability of small States to maintain their neutrality. 

As we were taking our leave at the end of the meal, Hitler told me to come to his study, where 

he invited me to outline my views on the handling of the western offensive. I am not clear 
whether he had already been informed of our plan by Schmundt, and, if so, in what detail. In 
any case I found him surprisingly quick to grasp the points which our Army Group had been 
advocating for many months past, and he entirely agreed with what I had to say. 

Immediately after this conversation I filed the following minute for the information of H.Q. 

Army Group A: 

'When reporting to the Fuhrer as Commanding General of 38 Corps on 17th February 

1940, the former Chief-of-Staff of Army Group A had an opportunity to present the 
Army Group's viewpoint on the conduct of the operation in the west. The substance of 

his statements was as follows: 

1. The aim of the offensive must be to achieve decisive results on land. The political and 
military stakes are too high for the limited objectives defined in the present Operation 

Order, i.e. defeat of the largest possible elements of the enemy in Belgium and 
occupation of parts of the Channel coast. Final victory on land must be the goal. 

The operations must therefore be directed towards winning a final decision in France 

and destroying France's resistance. 

2. This, contrary to what is laid down in the Operation Order, requires that the main 
point of effort be placed unequivocally on the southern wing from the start, i.e. with 
Army Group A; it cannot remain with Army Group B, nor can it be left open. Under 

present arrangements the best one can do is to attack the Anglo-French forces frontally 
as they advance into Belgium and to throw them back to the Somme, whereupon the 
operation may conceivably come to a standstill. 

If the main effort is transferred to Army Group A in the south, the task of which is to 

drive through southern Belgium and over the Meuse in the direction of the lower 
Somme, the strong enemy forces expected in northern Belgium must, if thrown back by 
Army Group B in frontal attack, be cut off and destroyed. This will be possible only if 
Army Group A drives swiftly through to the lower Somme. That must be the first phase 
of the campaign. The second will be the envelopment of the whole French Army with a 

powerful right hook. 

3. To fulfil this task, Army Group A must consist of three armies. Another army must 

therefore be inserted on its northern flank. 

The northernmost army of the Army Group (Second) has the task of driving across the 
Meuse to the lower Somme to intercept the enemy forces retreating before Army Group 
B. To the south of it another army (Twelfth) must advance over the Meuse on both sides 
of Sedan and then swing south-west in order to smash by attack any French attempt to 
deploy in strength for a counter-attack west of the Meuse. 

On the third army (Sixteenth) will devolve the initially defensive task of covering the 
southern flank of the operation between the Meuse and Moselle. 

It is essential that the Luftwaffe smash the French troop concentrations at an early date, 
because if the French do attempt anything, it will be to carry out a large-scale counter- 
attack west or on both sides of the Meuse, possibly extending as far as the Moselle. 

4. To send 19 Panzer Corps out on its own to force the Meuse at Sedan is to do things by 
halves. If the enemy comes to meet us with strong motorized forces in southern Belgium, 
the corps will be too weak to crush them quickly and get straight across the line of the 
Meuse. Conversely, if the enemy confines himself to holding the Meuse with the strong 
forces he has there at present, the corps will not be able to cross the river alone. 

If motorized forces are to lead the advance, at least two corps must cross the Meuse 
simultaneously at Charleville and Sedan, independent of the armour directed against the 
Meuse at Givet by Fourth Army. Thus 14 Corps must be put alongside Guderian's corps 
from the outset; there can be no question of making its use with Army Groups A or B 

conditional on future developments. 

The Fiihrer indicated his agreement with the ideas put forward. Shortly afterwards the 

new and final Operation Order was issued.' 

Unfortunately I no longer had access to this final Operation Order. I only know that its issue 

was ordered by Hitler on 20th February. 

In its essentials it satisfied the demands for which I had fought so long. It provided for: 

1. Two panzer corps (the 19th under General Guderian and the 14th under General v. 
Wietersheim) to lead the advance across the line of the Meuse between Charleville and Sedan. 
They were united under the newly created command of a 'panzer group' led by General v. 


2. The final allocation of H.Q. Second Army (previously with Army Group B) to Army Group 
A and the provision of the requisite forces. It would now be possible to insert this army 
immediately space became available between the Army Group boundaries after Sixteenth 

Army had wheeled south. 

3. The placing of Fourth Army (previously with Army Group B) under command of Army 
Group A, to give the latter the necessary manoeuvrability in its advance towards the lower 
Somme. (Army Group A had consistently called for at least the southernmost corps of this 
army in order to extend the boundaries of its own advance. Greiner is mistaken in putting the 
time of this change in the order of battle as far back as November. It was only implemented in 

pursuance of the new Operation Order.) 

By these new instructions O.K.H. implied that it fully accepted the Army Group's point of 
view. The main weight of the operation as a whole was transferred to the southern wing to the 
fullest extent permitted by the breadth of the ground available to us north of the Maginot Line 
and the road network existing there. At the same time Army Group B remained strong 
enough, with three armies, to discharge its task in northern Belgium and Holland with the 

overwhelming success now known to us. 

Army Group A, on the other hand, was now able to surprise the enemy by thrusting through 

the Ardennes and across the Meuse to the lower Somme. In this way it could prevent the 
enemy forces fighting in Belgium from withdrawing behind this river. It would likewise have 
been possible to deal effectively with any big counterblow against the southern flank of the 

German offensive. 

As far as the execution of the German assault operation in May 1940 is concerned, I would 

say this: 

The attack of Army Group B, thanks to the superiority of the German troops, and especially 
the armoured units, had a more decisive success than one might have expected in view of the 
strength of the Belgian fortifications and the fact that it was compelled to attack frontally. 

Despite this, the really decisive reason for the Allies' utter defeat in northern Belgium was still 
the surprise thrust through the Ardennes, across the Meuse to the Somme estuary and 
ultimately against the Channel harbours. Apart from the energetic leadership of Colonel- 
General v. Rundstedt, this success is, I feel, primarily due to the tremendous verve with which 
General Guderian translated the Army Group's operational principles into action. 

The success in northern Belgium was not as complete as it might have been. The enemy 
succeeded, according to Churchill's figures, in evacuating 338,226 men (26,176 of them 

French) from Dunkirk, though they lost all their heavy weapons and equipment in the process. 

This successful evacuation must be attributed to the intervention of Hitler, who twice stopped 
the onward sweep of our armour - once during its advance to the coast and again outside 


Three different reasons have been given for the latter order, the true effect of which was to 
throw a golden bridge across the Channel for the British Army. The first reason is that Hitler 
wished to spare the German armour for the second act of the French campaign, in which 
connexion Keitel is said to have told him that the ground around Dunkirk was bad tank 
country. Another reason offered is that Goring assured Hitler that the Luftwaffe was quite 
capable of preventing the escape from Dunkirk unaided. In view of Goring's thirst for prestige 
and his proclivity to boastfulness, I think it extremely probable that he did make some 
statement to this effect. Both arguments were wrong from the military point of view. 

The third reason given is that Hitler - according to reports of a conversation between him and 
v. Rundstedt - deliberately allowed the British to escape because he believed it would 

facilitate an understanding with Britain. 

Whatever the answer may be, Dunkirk was one of Hitler's most decisive mistakes. It 
hampered him in attempting the invasion of Britain and subsequently enabled the British to 

fight in Africa and Italy. 

While Hitler accepted Army Group A's idea of cutting off the enemy in northern Belgium by 
driving through the Ardennes to the sea and allowed this to be carried out as far as the gates of 

Dunkirk, he did not entirely adopt its other idea of simultaneously creating a point of 
departure for the second phase. The German command was thus content to cover the dash of 
Army Group A's mechanized elements to the sea against counter-attack on either side of the 
Meuse by dropping off the succeeding divisions like a long string of pearls to defend the 
threatened southern flank. Apparently it was thought too risky that any enemy attempt to 

counter-attack in strength should be thwarted by immediately striking south to the west of the 
Meuse and thereby tearing apart the enemy front between the Meuse and Oise once and for 


As was to be seen later on in the Russian campaign, Hitler had a certain instinct for 
operational problems, but lacked the thorough training of a military commander which 
enables the latter to accept considerable risks in the course of an operation because he knows 
he can master them. In this case, therefore, Hitler preferred the safe solution of defensive 
action to the bolder method suggested by Army Group A. It was his good fortune that the 
enemy commander did not mount any big counter-offensive, though in fact the latter could 

well have assembled some fifty divisions for this purpose on both sides of the Meuse - 
possibly extending as far east as the Moselle - even if it had meant temporarily abandoning 
everything in Holland and Belgium outside the fortified zones. 

And so, after the first act of the German offensive had been completed, both opponents again 
found themselves facing each other on a continuous front running along the Maginot Line to 

Carignan and thence along the Aisne and lower Somme. The Germans' first task was to 
penetrate this front all over again. That the second phase of the German offensive so soon led 

to the total capitulation of the enemy is primarily due to his inability, after his losses in 
northern Belgium, adequately to man the whole of his front from the Swiss frontier to the sea. 
Another reason was that the morale of the French Army had already been badly dented - not 
to mention the fact that the enemy possessed nothing matching the quality of the German 
armoured formations. Had the Allied Commander-in-Chief acted as H.Q. Army Group A 
thought he should, he would have decided on a large-scale offensive on both sides of the 
Meuse. According to the plan of Army Group A, however, this would have been smashed 
while still in the assembly stage. If Army Group B, after simultaneously encircling the enemy 
in northern Belgium, had then wheeled forward over the lower Somme to envelop the rest of 
the French forces after the pattern of the Schlieffen Plan, we should have finished up fighting 
a battle in the rear of the Maginot Line with the fronts reversed. 

In view of the fact that, with the exception of the British escape from Dunkirk, we ultimately 
gained a brilliant victory in the French theatre of war, the above observations may appear 
superfluous. Perhaps their only importance is to show that even if the enemy had displayed 
greater energy and better judgement, the 'new' plan would still have won the campaign - even 
allowing for the critical moments that might have occurred in the first phase between the 

Meuse and Moselle. 




THE PART I subsequently played in the execution of the western offensive was so 
insignificant that I could well afford to leave it out of these memoirs altogether. My primary 
reason for including it is to pay grateful tribute to the bravery and extraordinary achievements 
of the troops who served under me at the time. Another is that the operations of 38 Corps 
following the Germans' successful breakthrough on the Somme will serve to illustrate a 

pursuit that was kept up right across the Seine and down as far as the Loire and never gave the 

enemy a moment's peace until his final collapse. 

During the months in which others continued to work on the ideas for which I had fought, I 
initially had the modest task of watching my corps headquarters and the ancillary signals 
regiment assemble in Stettin. From time to time I received instructions to inspect new 
divisions in the process of being set up in Pomerania and Poznan. 

On 10th May 1940 I learnt of the start of the German offensive in the west over the radio in 
Liegnitz, where I had gone for a short leave. It goes without saying that during the next few 
days all my wishes and most ardent hopes were with our troops as they drove through the 
Ardennes. Would they succeed in racing across Luxembourg and penetrating the Belgian 
defences on either side of Bastogne before strong French forces could close in? Would it be 
possible to maintain the momentum of the armour as it went over the Meuse at Sedan and 
created the basis for an encirclement of the enemy's northern wing? 

The reader will appreciate that I was not feeling exactly grateful to the body which had 
banished me into the German hinterland at the very moment when the plan for which I had 
struggled so long and so doggedly was coming to fruition in the west. 

On the evening of 10th May came the order to move H.Q. 38 Corps up to Brunswick. From 
there the next move took us to Diisseldorf, where we came under command of Army Group 
B. For the next few days I had nothing else to do but 'swan' around inspecting the powerful 
Belgian positions which had fallen in the first assault on the Meuse at Maastricht and along 
the Albert Canal, as well as the very up-to-date fort of Eben-Emael, which had been taken in a 
surprise raid and was still under fire from Belgian batteries further back. I also visited Army 
Group B and Sixth Army to brief myself on the progress of the operations. I gathered that 

they still had no clear picture of what the enemy ultimately proposed to do. Neither, it 
seemed, had O.K.H., since it continued to cloak its future intentions in silence and confined 
itself to extending the boundary between the two army groups further to the north-west. 

On 16th May our headquarters came under command of Army Group A, and the next day I 
reported to my erstwhile commander, Colonel-General v. Rundstedt, in Bastogne. I received a 
most cordial welcome from him, my successor, General v. Sodenstern, and the rest of my old 
staff, and here at last I learnt how well the operation through the Ardennes and over the 
Meuse had progressed. Our Corps was to go over to Twelfth Army, which would carry on 
with the westward drive towards the lower Somme, whereas the new Second Army was to be 
inserted between Twelfth and Sixteenth Armies with a front facing south-west. 

Immediately on my arrival at H.Q. Twelfth Army I experienced a piece of interference by 
Hitler in the conduct of military operations. Acting on Hitler's instructions, O.K.H. sent down 
an order to the effect that Panzer Group Kleist must not go any further than the Oise for the 
time being and that Twelfth Army was to swing south-west and go over to the defensive. 
Second Army was now to be inserted between Fourth and Twelfth Armies to take over the 
further advance west. The reason given was that the Fiihrer wished at all costs to avoid any 
German setback, however temporary, which would boost the already abysmally low morale of 
the French populace. He feared that such a setback might actually occur if Twelfth Army 
continued its envisaged drive westwards towards the lower Somme and got caught in the 
flank by a French counter-attack coming up west of the Meuse from the south. 

In other words, the propagandist interests of the politician were already beginning to impinge 
upon the job of supreme commander. On the one hand it was clear that in halting Panzer 
Group Kleist on the Oise one risked losing the chance to destroy the very enemy forces in 
northern Belgium which the Panzer Group was supposed to take in the rear. At the same time 

the order that Twelfth Army was to go over to the defensive on the front facing south-west 
meant abandoning the initiative in the area between the Meuse and Oise. As it happened, there 
was no reason at the time for expecting any large-scale counter-attack in this sector. As Army 
Group A saw it, the enemy would need at least another week to bring up the forces necessary 
for a counter-offensive — if, indeed, he had any such plan in mind. The whole point was, 
however, that one of the basic propositions repeatedly put to O.K.H. by the Army Group 
during the winter had been that an offensive solution should be found for securing the 
southern flank of the thrust towards the lower Somme. 

It was now apparent that Hitler, though not bold enough to accept a temporary risk on the 
southern flank of the German offensive, was already claiming the right to exercise a personal 

and detailed control of army operations. 

The fact, however, that he was able at this juncture to plead the spectre of an even temporary 
German setback as grounds for intervening may perhaps have been due to O.K.H. 's failure — 
despite the advice given earlier by the Army Group - to insert Second Army into the front as 
soon as the first German forces had crossed the Meuse. It could go either between Fourth and 
Twelfth Armies to carry on with the drive for the lower Somme or between Twelfth and 
Sixteenth Armies for the offensive advance to the south-west between the Meuse and Oise. 
The reason for the omission cannot have been the lack of space for further divisions in the 
front line, since the important thing was to have an army headquarters in the line in time for 
the divergence which must now ensue in the direction of the thrusts. Room for more divisions 
would be found in due course when the zone of operations broadened out. 

This example only serves to show once again that no operations plan will ever be 
implemented to the full extent envisaged by its originators, even when no cogent grounds 

exist for departing from it. 

Even if on this occasion Hitler's interference did not seriously prejudice operations (as was 
subsequently the case when Panzer Group Kleist was halted outside Dunkirk), the defensive 
role he had allotted to Twelfth Army still enabled the enemy to build up a new front on the 
Aisne which had to be cracked all over again in the second phase of the French campaign at 
the cost of some very heavy fighting. The chance of finally putting an end by offensive action 
to any coherent French defence in this decisive stretch of front had been needlessly sacrificed. 
This very point - together with the encirclement of the enemy's northern wing - had been one 
of the cornerstones of our operational recommendations to O.K.H. in consideration of the 
inevitable second phase of the German offensive. 

Meanwhile our headquarters had been moved as far forward as the picturesque little 
Luxembourg town of Clerf. At this stage we ceased to be onlookers and were put in charge of 

a number of the divisions following in the rear of Second Army. It was a somewhat 
uninspiring task to be given just when the decisive defeat of the enemy's northern wing was at 


About this time news reached me that my brother-in-law, Egbert v. Loesch, had been posted 
missing near Brussels as commander of a dive-bomber squadron. Egbert, my wife's youngest 

brother but one, had lived with us for several years in Dresden and Magdeburg when he was 
still at school. Always my wife's favourite brother, he had grown as dear to us as a son, and 
his young wife was now living with us in Liegnitz. For weeks to come she, her mother and 

my wife were tormented by worry and uncertainty, as no information was forthcoming on the 
fate of Egbert's aircraft and crew. The only thing known with any reasonable certainty was 
that they had crashed as Egbert's squadron was going in to the attack. Not until after the 

French campaign, was I able to have a proper investigation made, and after a long search the 

wreckage of the aircraft was located in the vicinity of Brussels. Inquiries with the inhabitants 
of a nearby village revealed that the aircraft had received a direct hit from an A. A. shell just 

as it went into its dive. Two members of the crew had managed to bale out, but both had been 
shot dead by Belgian troops, one while he was still floating down and the other after he had 
safely landed. My brother-in-law and the other man had died in the aircraft. 

On 25th May my headquarters received orders to relieve H.Q. 14 Panzer Corps, which 
General v. Kleist had left behind with 9 Panzer and 2 Motorized Division to secure his rear on 
the lower Somme, in the Abbeville- Amiens sector. We took over on 27th May. 

At this stage there was still no firm front on the lower Somme. 14 Panzer Corps' 2 Motorized 
Division (which was to be relieved by 57 Infantry Division) was holding a bridgehead around 
Abbeville on the left - or southern - bank of the river. 9 Panzer Division had the same task at 
Amiens. The intervening ground was merely being kept under surveillance. 

So far the enemy, too, had been unable to bring up sufficient forces to form a new front along 
the lower Somme. Our Amiens bridgehead was apparently faced by a French colonial division 
and some British forces and the Abbeville bridgehead by a British division. 

Our job was to hold both bridgeheads. Initially 9 Panzer Division and the 2 Motorized 
Division due to be relieved at Abbeville were to remain north of the Somme as mobile 
reserves. Shortly afterwards, however, they were quite rightly pulled up to the Channel coast 

to be used in the battle there. 

General v. Wietersheim, Commanding General of 14 Panzer Corps, had told me at the hand- 
over that he did not anticipate any large-scale enemy activity. One hour after he left, reports 

came in that both bridgeheads were being violently attacked and that enemy armour had 
appeared in each place. However, both attacks were beaten off by the afternoon after several 
heavy French tanks had been knocked out at Amiens and thirty light and medium British ones 
at Abbeville. Of the latter, a gunner called Bringforth accounted for nine single-handed. He 
was the first private soldier I put up for the Knight's Cross. 

Even so, I regarded these attacks as clear proof that the enemy was either hoping to get a 
relief force over the Somme to his hard-pressed northern wing or intending to set up a new 
front on the lower Somme. This confronted us with the same problem as I mentioned earlier 
in connexion with Hitler's order for Twelfth Army. Ought we in the same way to remain on 
the defensive on the lower Somme, or should we try to retain the initiative? 

The defensive solution which 14 Panzer Corps had apparently been told to adopt would 
unquestionably allow the enemy to build up a strong new defence line along the lower 
Somme. Indeed, it was problematical whether we should even be able to hold the Amiens and 
Abbeville bridgeheads once the enemy brought up fresh forces. The two mechanized divisions 
provisionally left in reserve north of the Somme were most unsuitable for any battle for the 

bridgeheads, since they could neither be plugged into these to strengthen their defences nor 
could they be employed in a counter-attack role until the enemy had actually flattened the 
bridgeheads, wiped out the divisions inside them and come across the Somme. 

The conclusion I drew from the above — and several times submitted to General v. Kluge, the 
commander of Fourth Army, of which we now formed part - was that we should use both 
mechanized divisions (or else both infantry divisions due to replace them) to carry out a 
surprise river-crossing between the two bridgeheads and deliver flanking attacks against the 
enemy forces assaulting them. What I had in mind was to fight a mobile action to the south - 
i.e. forward - of the river until such time as the battle in northern Belgium was over and the 
German northern wing could wheel forward across the Somme. Our aim should be to keep 
this open for it and to prevent the enemy from forming a continuous front. There was no 
denying, of course, that as long as the corps fought a lone action south of the river these 
tactics might land it in a difficult situation. It was a risk one had to accept if, in the interest of 
strategic continuity, we were to avoid the far-from-easy task of attacking a Somme front 
which the enemy had had time to stabilize and consolidate. 

Unfortunately, however, the commander of Fourth Army paid no heed to our repeated 
representations and would not release the second-line divisions which were, in fact, available 
for a river-crossing. Whether this was a personal decision or due to instructions from O.K.H. I 

do not know. As a result, we had no choice but to carry on with the defence in the 
bridgeheads, while the enemy was left in a position to establish a continuous front along the 
river in between them. The fact of the matter was that people have normally only heard of 
defending a river from behind it or of keeping it open by means of fixed bridgeheads. The 
possibility of contesting a river-line by fighting a mobile action in front of it is not usually 

mentioned in the textbooks. 

For the next few days the enemy kept up his attacks on the two bridgeheads and for a time the 
position around Amiens looked troublesome. A tour of the units there convinced me that 
everything was in order, however. A particularly prominent part in these defensive actions 
was played by 1 16 Infantry Regiment, then led by my old comrade from the Third Regiment 

of Footguards, the future General Herrlein. 

At Abbeville, on the other hand, things took a critical turn on 29th May. Here, after a series of 
strenuous marches, 57 Infantry Division, which had so far no experience of action, had taken 
over from 2 Motorized Division. Shortly after its arrival an enemy attack supported by strong 
British armour broke into a number of German positions and caused heavy losses not only in 
killed and wounded, but also, as was later discovered, in prisoners. I myself had driven out to 

Abbeville just in time to meet a German battalion which, probably through having 
misunderstood its orders, had evacuated its positions and was now marching back through the 
town. I turned it straight round again, and in due course the division was master of the 


As General v. Kluge had actually authorized us to pull out of both bridgeheads if need be, he 

duly rejected a fresh request from us for permission to cross the Somme on both sides of 
Abbeville and take the enemy attacking there in a pincer. It was evident that the men at the 
top wished to avoid running the least risk until the battle in northern Belgium were concluded 
and an 'orderly' deployment could be carried out against the new front now being formed by 

the enemy. 

It went without saying that the enemy would also make use of this interval to bring up his 
own reserves and establish a new front from the end of the Maginot Line in the Carignan area 
down to the mouth of the Somme. Once already, between the Oise and Meuse, Hitler had 
voluntarily surrendered the initiative, thereby enabling the enemy to form his front on the 
Aisne. Now all attempts to retain the initiative south of the Somme had been renounced as 



While I had been fated to be little more than an onlooker for most of the first phase of the 
campaign in the west, at least the second was to bring me the experience of being able to play 
my full part as commander of a senior formation. 

All our attempts to persuade our superiors to allow us to cross the Somme before the enemy 
organized a cohesive defence behind it had proved fruitless. The first few days of June were 
now devoted to preparing for the planned attack which Fourth Army was due to launch early 

on the 5 th. 

The sector on both sides of Abbeville was taken over by 2 Corps (General Count Brockdorff). 
Between this and 38 Corps, General Hoth's 15 Panzer Corps was sandwiched in at Ailly. The 

Amiens bridgehead, including 9 Panzer Division, was taken over by 14 Panzer Corps 
(General v. Wietersheim), which simultaneously came under command of the adjacent army. 
38 Corps was thus left with a sector barely 30 miles wide on each side of Picquigny. For the 

first assault it had two divisions up - the 46 Sudeten Infantry Division (Major-General v. 
Hase) on the right and the 27 Swabian Division (Lieutenant-General Bergmann) on the left. 
The 6 Westphalian Division (Major-General v. Biegeleben) was to be held in reserve to begin 
with, and only committed to complete the break-through once the leading divisions had got 

across the river. 

[Of these three well-tried divisional commanders, General v. Hase was executed after the 
attempt on Hitler's life on 20th July 1944, General Bergmann was killed in the east, and 
General v. Biegeleben died during the war. Author.] 

While the high ground on our own side undulated gently down towards the Somme and had 
no woods to provide any effective cover, the southern banks rose steeply and gave the enemy 
an ample view of our jumping-off positions. However, the actual valley of the river, which 
was only a few hundred yards wide, concealed the two opposing front lines from each other 
by virtue of the numerous thickets at the water's edge. On the southern side - still within the 

valley - were several villages, notably Breilly, Ailly and Picquigny, which the enemy 
appeared to have occupied in strength. Like most French villages, they had massive houses 
and walls that offered excellent strong-points to any defender. Up on the high ground behind 
the steep southern bank, in the rear of the enemy's defence zone, there were more villages and 
a number of sizeable woods affording the enemy useful centres of resistance and cover for his 


Our corps was now faced by two French divisions — a negro colonial division and the 13 
(Alsatian) Division. Intelligence reports indicated that the enemy's artillery was certainly no 
weaker than our own numerically, and possibly even stronger. In view of the type of ground 
and the ratio of forces involved, I felt our attack would best succeed if we utilized the element 
of surprise. Our own artillery was thus ordered to remain completely silent until the assault 

began. Only then was maximum fire to be put down on the southern bank and the villages 
down in the valley in order to eliminate all opposition to the actual river-crossing. 

The infantry of both our divisions had been moved up into the riverside undergrowth the night 
before the attack, complete with rubber dinghies, pontoons and gangboards. Their mission 
was to effect a surprise crossing at first light and by-pass the villages. 

The river-crossing at dawn on 5th June succeeded along the entire front, taking the enemy 
completely unawares. Then, however, his resistance came to life again up on the escarpment 

and in the villages by the river. 

The enemy fought bravely - the negroes with their characteristic bloodthirstiness and 
contempt for human life, the Alsatians with the toughness one had to expect from this 
Alemanic people, who had furnished Germany with so many good soldiers in World War I. It 
was really tragic to meet these German lads as foes in the present fighting. When I talked to 
the prisoners, many of them told me - not without pride - that their fathers had served in the 
German Army, the Guards or the Imperial Navy. It all put me in mind of the numerous 
Alsatian recruits I had trained myself in the Third Foot Guards, most of them — like my 
range estimator of those days, Lance-Corporal Deschang - being excellent soldiers. 

I had watched the start of the attack from my corps command post in a copse fairly near to the 
front. As soon as we were satisfied that the crossing had been generally successful, I went 

forward in my car. Now the struggle for possession of the commanding heights and the 
riverside villages started. One thing that struck us was the relative inactivity of the enemy 
artillery, which was quite out of proportion to the number of batteries we had identified. 
Obviously the French gunners were still far too Maginot-minded. Their shooting was not 
adaptable enough, and their speed in putting down strong concentrations of fire fell far short 
of the standard required in a war of movement. What was more, they had not developed 
forward observation technique to anything like the same extent as we had, nor were their 
specialists in this field of the same quality as our own observation battalions. As is so easy, 
the victor of 1918 had apparently been resting on his laurels much too long. It was, at all 
events, a pleasant surprise as far as we were concerned to find that the effect of the enemy 
artillery was not remotely comparable with that experienced in the static conditions of World 

War I. 

All the same, my own crossing of the Somme flats proved somewhat ticklish, since the 
recently erected emergency bridge was still within range of the enemy in the village of 
Breilly. Nevertheless, I managed to get through quite safely to 63 Infantry Regiment of 27 
Division, which, led by its excellent commander, Colonel Greiner, had just taken the opposing 
heights - though not without heavy losses. What struck me as particularly admirable was the 
composure of the wounded, who were having to wait in the dead ground for vehicles which 
could not evacuate them at this early stage. Next I went back over the Somme to make my 
way via another crossing point to 40 Infantry Regiment of the same division, which had gone 

in on the left wing of the corps. It was pinned down in front of Neuilly Wood, which fell 
largely within the sector of the neighbouring 14 Panzer Corps and was still held by the enemy. 
Here, too, I fear, quite considerable losses had occurred, since the regiment was under fire 
from behind from the village of Ailly, which was still in enemy hands. Despite this, the high 
ground commanding the valley had been captured here, too. 

46 Infantry Division, on the right, had likewise made a successful crossing and was now in 
possession of the opposing heights. One could thus feel satisfied with the first day's results, 
even though the fighting for the riverside villages lasted well into the night. 

As for the corps on each side of us, 15 Panzer Corps was also across the river, but could make 
no headway for some time, owing to the fact that the enemy was fighting hard for a large- 
sized locality called Arraines and thereby blocking the road indispensable to the armoured 


On our left, 14 Panzer Corps, which had attacked from the Amiens bridgehead after a 
preparatory bombardment, appeared to have met with a serious hold-up because of enemy 
minefields. For this reason it was directed to attack southwards, with the result that we were 
out of touch with it for the remainder of our advance. 

The attack of 5th June had gained us so much space south of the river that it was possible to 
bring the first batteries over during the night. However, it was still not clear whether the 
enemy would admit his defeat or try to continue his tough resistance further back. In such 
situations there tends to be a complete lack of intelligence on a vital question like this. A veil 
of uncertainty - the one unvarying factor in war - had descended on the enemy's location and 
intentions. Any over-hastiness at such a time can lead to severe setbacks, whereas a delay of 
even a few hours may enable the enemy to build up a new front that will cause another round 

of heavy losses. 

The field commander whose reaction here is to wait for unimpeachable intelligence reports to 
clarify the situation has little hope of being smiled upon by the Goddess of. War. In the very 
early hours of 6th June, therefore, I drove out to the command post of 46 Division, which had 
meanwhile moved over to the south bank of the river. Finding everyone there obviously still 

half asleep after the strenuous events of the previous day, I pointed out the necessity of 
immediately taking up the pursuit, since the division appeared to have no direct contact with 
the enemy. With that I drove out to the division's forward areas, where, finding units of 42 
Regiment without orders despite the audible din of combat out to their front, I set about 
getting them on the move. Next I paid a visit to the right-hand regiment of the corps. Though 
in fact ready to go forward, it was waiting to see what effect the artillery had on the village of 
Coisy to its front and the adjacent high ground and wood perimeter. Reconnaissance reports 
were not available. As I had the impression that neither the village nor the high ground and 
woods were any longer occupied, I ordered the regimental commander to start advancing on a 
broad front, but in well-dispersed groups. If there really were enemy still out there, they 
would duly show themselves and be beaten down by the artillery, which was being held in 
readiness. As long as it advanced in the pattern I had ordered, moreover, the regiment need 
have no fear of heavy losses. Since the commander evidently harboured strong doubts about 
my appreciation of the situation, I went on ahead in my Kubelwagen. 

[A wartime variant of the Volkswagen, and the German equivalent of the Jeep. Jr.] 

At the entry to Coisy we found the way barred by a barricade, but it was unmanned. From 
inside the village occasional shots could be heard, evidently fired by stragglers. After a brief 
observation, we drove into the village and found that it had indeed been evacuated, as had the 
high ground and the forward edge of the nearby woods. With this information in my pocket I 
returned to the regiment, which was now ready to advance, and suggested that they make 
arrangements to do their own reconnoitring in future. Although corps commanders are not 

meant to do the work of scouting patrols, I felt it necessary in the circumstances to set a 
drastic example, particularly as the fighting troops did not know me yet and I was convinced 

that the effectiveness of a pursuit depended on the initiative of the commanders. I was 
delighted to see how my A.D.C., Lieutenant v. Schwerdtner, and my young driver, Sergeant 
Nagel, enjoyed this unexpected reconnaissance trip. 

During the afternoon I visited two regiments of 27 Division which were engaged in attacking 
the village of Saisemont. Somewhat unintentionally I found myself in the very front line, 
talking to a company commander. After briefing me on the situation, he apparently saw no 
reason why he should not take advantage of the presence of a high-ranking officer, and got me 
- flat on my belly - to spread out my big situation map and give him a detailed account of the 
battle as I knew it. Only after I had quenched his thirst for information could I start back for 

Corps, taking with me a wounded man who had likewise shown a burning interest in my 
account of the situation. Fortunately the return trip was quite short, my tactical headquarters 
having meanwhile been moved up into a small wood near the front. 

On 7th June 6 Infantry Division, which had already been brought over the river the day 
before, was committed to battle on the corps' extreme right. These sturdy Westphalians - who 
have always been good soldiers - showed admirable elan, and when I drove out to see the 
division in the course of the afternoon I found the steep depression of the Poix sector — 
which could actually have served the enemy as a useful support - already captured, the small 
town of Poix in our hands and the regiment busy attacking a village on the far side of the 
sector. Nonetheless, Poix and the approach road which ran into it were under very 
uncomfortable fire from long-range artillery. Some light relief was provided when the driver 
of an ammunition lorry, finding himself halted by the shell-fire, chose to dive for cover under 
that very same vehicle, despite its cargo of shells! 

That afternoon I was to see a regiment of 46 Division which was pinned down in front of the 
Poix sector. It, too, managed to cross by evening, after establishing the necessary liaison with 
the heavy weapons and artillery, which had presumably been lacking in the first instance. 

27 Division, which had had to bear the brunt of the fighting, could now be assigned to the 
second line, for the pursuit was undoubtedly well into its stride. Its place on the left flank of 
the corps was to be taken by the newly allocated 1 Cavalry Division. 

8th June saw a continuation of the pursuit, with the Westphalians still setting the pace. 46 
Division reported a concentration of 100 tanks, against which a dive-bomber attack was 
ordered. Unfortunately nothing came of an order to the division to take advantage of this 

opportunity to seize the tanks. They vanished, although swift action would probably have 

produced the desired result. 

The course of the fighting on 7th and 8th June left Corps H.Q. with the impression that our 
hard-hit opponent was no longer able to offer anything more than localized and temporary 
resistance in the open field. It could be assumed that he would try to get what forces he still 

possessed safely back behind the lower reaches of the Seine. There, with the help of any 
reserves he might have, he would in all likelihood renew his attempts to fight back. As far as 
the corps was concerned, therefore, everything depended on our moving in quickly to force 
our way across the river before the enemy had the time or opportunity to organize a defence. 

So although the corps was still about 45 miles from the Seine on the evening of 8th June, 
orders were given to the leading divisions to have their motorized spearheads not only up to 

the river but actually across it by the following day. The main body of infantry and horse- 
drawn artillery was to follow at the highest speed they could march so that they, too, reached 
the Seine on 9th June. 6 Division was directed towards the crossing at Les Andelys, 46 

Division to that at Vernon. 

This was an extraordinary feat to expect from troops who had been engaged in a running fight 
with the enemy for four days past, but there happen to be moments in war when a senior 
commander must impose the most severe demands if he is to avoid flinging away an 
opportunity for which his troops may have to fight all the harder later on. 

In this case, moreover, the overall operation argued in favour of taking swift action. So far the 
French seemed determined to defend Paris. There were strong enemy forces stationed in the 
metropolitan defence system running from the Oise to the Marne far north of the city. If the 
Seine could be crossed below Paris, the defences in question would be lifted off their hinges 
and the forces manning them would have no alternative but to withdraw hastily from the city 

to avoid being cut off. 

Thus the situation of the corps dictated high demands on the troops. It required commanders 
at all levels to display the utmost initiative and to act with the greatest possible speed. An 
opportunity as favourable as this must be seized with both hands. 

From the early morning till the late evening of 9th June I was out on the road ensuring that the 

forward divisions of the corps reached the objectives assigned to them. It was a pleasure to 
note that despite what they had already been through, our infantry were cheerfully prepared to 
go to the limits of endurance to attain their goal, the Seine. 

Naturally the usual frictions occurred, although in the case of 6 Division everything went off 
very smoothly. Early in the morning I had met the two divisional commanders and then paid a 
visit to 46 Division. When I subsequently arrived at 6 Division's crossing place by Les 
Andelys about noon I discovered that the reconnaissance battalion had by now reached the 
river and that the divisional staff were already preparing for the crossing, which was due to 

take place that afternoon. Unfortunately the bridge had been blown by the time the 
reconnaissance troops arrived. The picturesque little town of Les Andelys, perched high on a 
cliff, was burning from a dive-bomber raid which, since it gave advance notice of our arrival, 

we had not in the least desired. 

One or two difficulties did crop up in the case of 46 Division, however. First of all, it had 
moved off three hours later than was expected. By the time I returned to it after visiting 6 
Division it had lost all contact with its reconnaissance battalion, and the latter, wherever else 
it might be, was certainly not at the Seine, like that of 6 Division. There was nothing for it but 
to suggest to the commander of 46 Division that he meet me early that evening at Vernon, his 
crossing place. He might, I added, at least bring his missing reconnaissance battalion along 

with him. 

Meanwhile I returned to Les Andelys, where I found 6 Division's crossing in progress at three 
points in the face of only weak opposition. The infantry and horse-drawn artillery had strained 

every nerve to reach the Seine in good time. 

On returning to Vernon about seven in the evening, I found that the divisional commander 
and his reconnaissance battalion really had arrived. Here, too, unfortunately, the enemy had 

had time to destroy the bridge. As Vernon was under rather fierce machine-gun fire from the 
south bank of the river, I directed that the reconnaissance troops should cross at night under 

the cover of darkness. 

During this turbulent chase T had been unable to employ 1 Cavalry Division - which had 
meantime arrived in the corps area - as I would have liked. It was still too far back, and the 
army had let me have it only on the express understanding that I committed it on the Oise to 
cover the army's left flank against any threat from Paris. Incidentally, the division reported 

that it had been attacked - still far to the rear of my advance divisions - by strong enemy 
armoured forces. These were clearly the tanks that had previously given 46 Division the slip 
and were now marauding in our extended flank. 

When, after a short night's sleep, I returned to Vernon in the early hours of 10th June, 46 
Division, too, had got its first elements across the river. Thus 38 Corps was the first to have 
established a firm foothold on the south bank. The troops had every right to be proud of the 
pursuit they had accomplished, and I, for my own part, was happy to know that swift action 
had probably spared the corps a hard struggle for the Seine crossings. 

38 Corps' position was no enviable one, all the same. It stood alone on the south bank of the 

river. 15 Corps on its right had not reached the Seine until 10th June, and had then been 
diverted to Le Havre. 2 Corps, which was following behind, was still some distance away. On 
the left flank loomed the big question mark of Paris, where any number of the enemy might 
be hidden. What was more, 38 Corps needed another two days to lift all its forces over the 
river. The two weak pontoon bridges at Les Andelys and Vernon were the object of repeated 
attacks by the R.A.F., which did in fact succeed in putting the one at Vernon out of action for 
a time. If the enemy commander still had any reserves available on this wing and could bring 
himself to take the initiative, 38 Corps in its isolation south of the river would in- evitably be 

their target. 

The commander of Fourth Army, Colonel-General v. Kluge, had told me at the start of the 
offensive that the operational objective set him by O.K.H. was to 'gain bridgeheads south of 
the Seine'. Even if it were the Supreme Command's aim to decide this second phase of the 
French campaign not - as I had envisaged — by a strong north wing wheeling round to the 
west of Paris on the lines of the Schlieffen Plan but - most successfully, as it turned out - by a 
southward thrust of massed armour to the east of Paris, the mission allotted to Fourth Army 
still seemed a most inadequate one. For even if the thrust east of Paris were intended to be the 

decisive action, with Army Group C's breakthrough attacks on the Maginot Line and Army 
Group B's advance over the lower Somme ranking as perhaps only secondary undertakings, it 
was necessary that we retain the initiative. Army Group A did not start its drive across the 
Aisne until 9th June, and it still remained to be seen whether this would bring the decisive 
success expected of it. At the same time one had to assume that the enemy - also with the 
Schlieffen Plan in mind - would not overlook the danger of our executing an extensive 
outflanking movement across the lower Seine and would duly take his own counter-measures. 

This gave us all the more reason for retaining the initiative on the right wing of the German 
armies and not leaving the enemy any time to deploy here for either defence or counter-attack. 

If, then, Fourth Army's strategic role - as I saw it - gave reason for pressing on with the 
attacks south of the river, it seemed wrong to me that 38 Corps should sit in a bridgehead and 
wait for the enemy to amass what might prove to be superior forces against it. 

I thus asked the army for permission to attack southwards as soon as my corps artillery were 
across the river, instead of holding the bridgehead which we had meanwhile expanded to the 
Eure. As a precaution, 27 Infantry Division, too, had been brought over to the south bank of 
the Seine. On nth June, moreover, I requested approval to bring 1 Cavalry Division south of 

the Seine from its position on the Oise, where it had that very day scored a neat success 
against the enemy armour mentioned above. In the circumstances I found it entirely natural 

that the one cavalry division we possessed should form the spearhead of the pursuit. My 
intention was to use it to bar the railway lines and roads to Paris at the earliest possible date. 

Unfortunately my proposals were turned down on the grounds that the army must first await 
instructions on its future actions, 1 Cavalry Division was then taken away from me and placed 
under command of 1 Corps in the second line of advance, with orders to continue guarding 
the Oise flank and in any case to remain north of the Seine. And so, to my intense regret, this 
fine division was deprived of the one role that would have corresponded to its special 


Two incidents on the evening of 1 1th June served, in my opinion, to vindicate the requests we 
had made. 58 Infantry Regiment of 6 Division shot down an enemy pilot who was found to be 
carrying documents indicating that an extensive withdrawal had been ordered. Secondly, 46 
Division reported that it was being subjected to a strong attack by the enemy's tanks - a sign 
that he found our presence south of the river most disagreeable. Further inactivity on our part 
could only improve the position as far as he was concerned. 

46 Division beat off the attack the same evening, though the losses it suffered in the process 

were not inconsiderable. Early next day it reported that the enemy to its front was again 
preparing to attack (the number of tanks it named was 110) and urgently appealed for help. I 
resolved to go over to the attack on my own initiative with all three divisions. Hardly had the 

orders to this effect been issued, however, when the Army Commander himself appeared. 
While agreeing with my decision, he felt he must still bide his time in the absence of any fresh 
operational directives from O.K.H. His main anxiety was obviously that I might set off with 
my corps on my own. Consequently he gave strict orders that the attack must not go beyond 
the line Evreux-Pacy. To make doubly sure, this was reiterated in army orders the same 


While the attack of 27 Division on the left made good progress, 46 Division reported that it 
was not yet able to get started because it had insufficient artillery, ammunition and rations on 
the south bank. Even so, it had repelled the tank attacks - though the number involved had 

proved to be not more than fifty or sixty. 

The next few days were again a period of pursuit, 2 Corps crossing the Seine to our right on 
I3th June. That day we put up at a little chateau belonging to the well-known novelist Collette 
dArville, who was unfortunately away. I thus spent the night in Madame's bedroom: like the 
salon, it was most elegantly furnished, with a private entrance from the park presumably 
dating back to gayer days. The swimming-pool outside was a great boon to us all. 

On 14th June we received a visit from the Commander-in-Chief. I was able to apprise him of 
the corps' successes to date, but while taking note of these, he revealed nothing about any 

future intentions. 

On 15th June Colonel-General v. Kluge informed me that Fourth Army had now been given 
Le Mans as its objective, and stressed the need to go flat out for this without any regard for 
the formations on either flank. In our case, I feel, the advice was unnecessary. 

On 16th June the divisions of the corps again encountered organized resistance along the line 
Ferte-Senoches-Chateauneuf. The forces involved were elements of 1, 2 and 3 Mechanized 
Divisions, which, after fighting in Flanders, had escaped through Dunkirk and disembarked 
again at Brest. Troops of two Spahi brigades and a Moroccan division were also identified. By 
evening enemy resistance was broken. Here, too, I was most impressed by the men of 6 
Division when I visited the latter during my tour of the divisions. 

That evening we received an army order fixing Le Mans- Angers as our axis of advance, 1 
Corps was to be phased in on our left, taking 46 Division under command. 15 Panzer Corps, 
less one division earmarked to take Cherbourg, was to advance on the Lower Loire and 'form 
bridgeheads there'. This seemed to be the be-all and end-all of it. 

On 17th June the resignation of Reynaud and the appointment of Marshal Petain was 
announced. Was the old man to organize resistance afresh or did the politicians intend to 
leave it to this renowned veteran of the First World War to sign a capitulation? 

An order from the Fiihrer reaching us on 1 8th June called for a ruthless pursuit of the enemy - 
once again no novelty as far as we were concerned. It also ordered the occupation of 'the old 
Reich territories of Toul, Verdun and Nancy', the Creusot Works and the ports of Brest and 
Cherbourg. We made a forced march, one of our regiments covering almost 50 miles and a 
motorized reconnaissance battalion under Colonel Lindemann actually getting to a point west 

of Le Mans. I spent the night in the medieval castle of Bonnetable. With its moat and 
drawbridge, its four front towers with walls 9 feet thick, and its ceremonial gardens flanked 
by two more towers at the rear, it was, next to the Loire castles I was soon to see, probably the 
most impressive building of its kind I came across in France. The interior, too, was splendidly 
furnished, and even some of the domestic staff were still in occupation. The owner, M. de 
Rochefoucauld, Duke of Doudaigne, had unfortunately fled. 

On 19th June I drove 30 miles out to Lindemann's reconnaissance battalion without seeing a 
single German soldier. At Le Mans, where my grandfather had made a victorious entry 
seventy years before, I went over the magnificent cathedral. En route we met bodies of 
unarmed French troops marching east and a whole artillery regiment which had surrendered to 
Lindemann, with its full complement of guns and vehicles. The enemy was obviously 
disintegrating. Despite this, I found Lindemann's battalion held up on the Mayenne sector at 

Lion d' Angers. Tanks had been spotted on the far bank and machine-guns had the bridge 
under fire. Lindemann was making vain efforts to drive off the enemy with the only artillery 
he had, a 10-cm. motorized battery. On going down to the most forward position by the river, 
some distance from the bridge, I discovered that except around the bridge itself the enemy 
was obviously not present in any great strength - if indeed he were there at all. Spotting a 
squadron commander who was apparently waiting on the bank to see whether the enemy 
would now give up the bridge voluntarily, I advised him to swim across further downstream. 
If he wished, I added, I should be glad to go with him. The offer worked. Shortly afterwards 
the entire squadron - naked as God made them - plunged into the river and reached the far 
bank unscathed. The bridge was ours - though by now, I fear, a number of German dead lay 
around the approach to it from our side. I stayed with the reconnaissance troops till they had 
resumed their advance on the far side of the river, and then returned to my corps command 

post. In view of the fact that this reconnaissance force had been held up on the Mayenne for 
eight hours by only a few enemy tanks and machine-guns, I sent my senior aide, Lieutenant 
Graf, straight back to Lindemann with strict orders to cross the Loire that very night. Sure 
enough, Graf found the troops just about to settle down to rest - on our own side of the river. 
He carried his point, however, and the same night the battalion went over the river with Graf 

in command of the leading rubber dinghy. 

During the hours of darkness Corps H.Q. heard from both divisions that they had their 
reconnaissance troops across the Loire. I immediately went forward, and could not help being 
impressed, on my arrival there, by the immensity of the river. At the western crossing point, 
Ingrades, there was a powerful current running, and the distance from bank to bank measured 
close on 600 yards. Two arches of the high bridge had been blown, and the intervening gap 
was to be closed by a pontoon bridge. To compensate for a difference in height of almost 30 
feet, a steep ramp had to be installed. Since it proved hazardous enough to drive up this even 
in a Kubelwagen, all the heavy types of vehicles still had to be ferried across — no easy task 
in view of the breadth of the river, the strong current and the numerous sandbanks. 

The position was simpler at Chalonnes, the other crossing point, for here the river split into 
three tributaries. The bridges over the two northern branches had fallen into our hands intact, 
leaving us only a stretch of 160 yards to span. At this spot I was to witness a most unusual 
duel. While the only French troops to be seen on the opposite bank during the morning had 
been unarmed, heavy tanks subsequently showed up there in the course of the afternoon. The 
forces we had ferried so far had been unable to halt them, since they still had no means of 
getting any guns across. So, from a position by the Chalonnes bridge, I saw an 88-mm. 
German AA gun and a heavy French tank come into position simultaneously on opposite 
sides of the river and open fire on one another at the very same instant. Unfortunately our own 
gun was immediately knocked out. The very next moment, however, its place was taken by a 
light anti-tank gun, which was lucky enough to score a direct hit on the one weak spot in front 
of the enemy 32-tonner. The latter immediately burst into flames. 

That evening I moved into the castle of Serrant near Chalonnes. It was an imposing building 
of tremendous size, flanked by massive towers and arranged in the form of a horsehoe around 
ceremonial gardens. Round it all flowed a moat. The castle belonged to the Due de la 
Tremouille, Prince de Tarent - one of the leading names of ancient France. The dukes had 
gained the latter title by marriage in about 1500 as the hereditary right of the Anjou family in 
Naples. They did not, however, win the Neapolitan throne, of which Ferdinand the Catholic 
took possession. Together with Bayard, a Tremouille had the sole right to the title of chevalier 
sans peur et sans reproche. In addition to the wonderful library, the castle contained a wealth 
of historical mementos, including many from the days when its masters were supporters of the 
Stuarts. The ground floor was closed, as this was one of the castles being used to store the 
furniture from the Palace of Versailles. I myself occupied an upstairs room in one of the 
towers, fully furnished for a grand lever, with a bed of state under a 25-foot-high canopy. 
Adjoining it was an equally splendid dressing-room with a wonderful coffered ceiling in 
barrel-vaulting. The castle, the outer walls of which were coated in white sandstone and the 
towers built of pebbles, lay in a huge park. A magnificent staircase under an arched 
Renaissance ceiling led up to the chambers on the first floor, a number of which were 
beautifully panelled and hung with paintings and the most delightful Gobelin tapestries. It 
goes without saying that here, as in all other quarters we occupied, the owner's property was 
respected and treated with the most scrupulous care. 

By 22nd June we had succeeded in getting 6 and 27 Divisions over the Loire. Their 
reconnaissance units pressed a little further still to accept the surrender of countless French 


On 23rd June we learnt that an armistice had been signed in Compiegne the previous day. The 
French campaign was over. In a Corps Order of the Day I felt it proper to thank the divisions 

under my command - none of which, I pointed out, had enjoyed the benefits of armoured 
protection or mechanical propulsion - for their self-sacrifice, bravery and joint achievements. 
As the sequel to a successful assault operation they had made possible a 300-mile pursuit 
which had every right to be called 'the assault march to the Loire'! 

The wheel had turned. The road from Compiegne 1918 to Compiegne 1940 had been a long 

one. Where would it take us from here? 



THE DAY the French laid down their arms erased one of the blackest memories in the minds 
of the Germans - that of the surrender of 1 1th November 1918, signed in Marshal Foch's 
railway-coach at Compiegne. Now France was having to sign her own capitulation at the 

same place and in that same coach. 

22nd June 1940 marked the peak of Hitler's career. France, the threat of whose military might 
had hovered over Germany since 1918, was eliminated as an opponent of the Reich, just like 
her eastern satellites before her. Britain, even if by no means finally beaten, had been driven 
off the Continent. And although the Soviet Union - now a neighbour of the Reich - constituted 

a latent threat in the east despite the Moscow pact, she was hardly likely, in view of the 
German victories over Poland and France, to turn aggressive in the near future. If indeed the 
Kremlin had ever contemplated exploiting Germany's engagement in the west to carry out 
further expansion, it had apparently missed its chance. Evidently it had not allowed for the 
possibility of the Wehrmacht's winning so swift and decisive a victory over the Allied armies. 

That the Wehrmacht had achieved such successes in Poland and France certainly did not 
mean that its leaders had been working for a war of revenge ever since that first day of 
Compiegne. Contrary to all the claims of hostile propagandists, the plain fact is that General 

Staff policy in the years between 1918 and 1939 - thanks to a sober appreciation of the 
dangers that would threaten the Reich in the event of hostilities - was not to wage a war of 
aggression or revenge but to safeguard the security of the Reich. Admittedly, the military 
leaders had ultimately allowed Hitler to outmanoeuvre them, just as it may be said that they 
accepted the pre-eminence of politics - even politics they did not agree with, but could have 

prevented only by a coup d'etat. 

For the rest, the extent of the rearmament which Hitler had done everything possible to 
promote was far from being the only reason for the successes now attained. Certainly - 
considering the state of defencelessness dictated to Germany at Versailles - rearmament had 
been a prior necessity for the successful conduct of a war. But there could be no question of 
the Wehrmacht's having had anything like the preponderance which was later to be enjoyed 
by the Soviet Union on land and the Western Powers in the air. Indeed, as far as the number 

of formations, tanks and guns went, the Western Powers had been equal, and in some respects 
even superior, to the Germans. It was not weight of armaments that had decided the campaign 

in the west but the higher quality of the troops and better leadership on the German side. 
While not forgetting the immutable laws of warfare, the Wehrmacht had simply learnt a thing 

or two since 1918. 

After the armistice O.K.H. started taking steps to demobilize a considerable number of 
divisions. At the same time certain infantry divisions were to become either armoured or 


The headquarters of 38 Corps was initially moved into the region of Sanserre, on the middle 
reaches of the Loire, to handle the conversion of a number of these divisions. We thus 
exchanged the splendid castle of Serrant, filled with so many historical memories, for a 

smaller chateau built by the manufacturer of the world-famous Cointreau at the summit of a 

steep hill overlooking the Loire valley. 

Our new home was supposed to represent an ancient stronghold and had all the hallmarks of 
bad taste usually found in imitations of this kind. The effect was not improved by a tower near 
the living-premises that had actually been built to look like a ruin. Nor did the little cannons 

along the terrace bear as much resemblance to war trophies as their owner, the liqueur 
manufacturer, might have hoped. The only beautiful thing about the place was the view from 
the top of the hill over the far-flung, fertile valley of the Loire. 

One indication of the parvenu mentality of the owner could be found in a big picture hanging 
in his study. It depicted, ranged around a circular table, the crowned heads of Europe at the 
turn of the century - our own Kaiser, the old Emperor Franz Josef, Queen Victoria, and so 
forth. Unfortunately they all looked as if they had taken more Cointreau than was good for 
them. On his feet beside the table was the owner himself, triumphantly brandishing a glass of 
his own liqueur. The removal of this monstrosity was the one change we made in that 


On 19th July all senior Wehrmacht commanders were summoned to Berlin to attend the 
Reichstag session at which Hitler announced the end of the campaign in the west. On the 
same occasion he expressed the gratitude of the nation by honouring a number of high 
military leaders, doing so on a scale which implied that he thought the war as good as won. 
Natural as the German people found it to honour meritorious soldiers, we army men felt the 
distinctions now bestowed overstepped the bounds of necessity both in character and scope. 

Hitler's appointment of a dozen field-marshals and one grand-admiral simultaneously was 
bound to detract from the prestige of a rank which had previously been considered the most 
distinguished in Germany. Hitherto (apart from the few field-marshals nominated by Kaiser 
Wilhelm II in peace-time) one needed to have led a campaign in person, to have won a battle 

or taken a fortress to qualify for this dignity. 

At the end of the Polish campaign, during which the Commander-in-Chief and both the army 
group commanders had fulfilled these requirements, Hitler had not seen fit to express his 
thanks to the army by making these men field-marshals. Yet now he was creating a dozen 
simultaneously. They included (apart from the Commander-in-Chief, who had fought two 
brilliant campaigns) the Chief of O.K.W., who had held neither a command nor the post of a 
Chief-of-Staff Another was the Under-Secretary of State for the Luftwaffe, who, valuable as 

his feats of organization had been, really could not be ranked on a par with the Commander- 
in-Chief of the Army. 

The most blatant indication of Hitler's attitude was the way he raised Goring over the heads of 
the army and navy Commanders-in-Chief by appointing him Reich Marshal and making him 
the sole recipient of the Grand Cross of the Iron Cross. In the circumstances this method of 
distributing the honours could only be regarded as a deliberate slight to v. Brauchitsch, and 
showed all too clearly what Hitler thought of O.K.H. 

On the day of the Reichstag session I learnt that our Corps H.Q. was earmarked for a new 
role. We were moved to the Channel coast to prepare for the invasion of England, three 
infantry divisions being placed under our command. Our billets were in Le Touquet, an 
elegant seaside resort near Boulogne where a number of English people owned pretty villas. 
While the H.Q. took over one of the incredibly luxurious hotels, I and my immediate staff 
moved into a small villa belonging to a French shipowner. Though the owner had fled, he had 
left his domestic staff in possession, so we found someone already installed who could run the 

house and look after its furniture and other contents. In contrast to what happened later in 
Germany, it did not occur to us to act as lords and masters who could do as they pleased with 
enemy property. On the contrary, a strict check was kept on houses occupied by German 
troops, and the removal of whole sets of furniture or the appropriation of valuables as 
'souvenirs' certainly had no place in the German Army's code of behaviour. When out riding 
one day, I passed a villa that had been left in a state of pretty average confusion by the 
German unit recently in occupation. The very next morning the sergeant-major of the 
company concerned had to move in with a fatigue party and personally ensure that order was 


As a result of the impeccable behaviour of our troops, nothing happened to disturb our 
relations with the civil population during my six months in France. The French, for all their 
politeness, maintained a dignified reserve which could only earn our respect. For the rest, I 
suppose everyone tended to fall under the spell of that blessed land, with its beautiful scenery 
and wealth of monuments to an ancient culture - to say nothing of the delights of a famous 
cuisine! And the things that were still to be had in the shops! Admittedly our purchasing 
power was limited, as only a percentage of a man's pay was issued in occupation currency. 
This regulation was strictly enforced where the army was concerned, thereby imposing a 
check on the natural urge to go shopping - a thing most desirable for Wehrmacht prestige. 
Still, one had enough to make an occasional trip to Paris and pass the day savouring the charm 

of that city. 

Our stay on the coast enabled us to go bathing right up to the middle of November - a pleasure 
which my new aide, Lieutenant Specht, my faithful driver, Nagel, and my groom, Runge, 
enjoyed just as thoroughly as the opportunities for long gallops along the beach. On one 
occasion, however, we forgot about the unusual tides in the Channel, where there can be as 
much as 26 feet difference between high and low tide. This, incidentally, proved an extremely 
important factor when the possibility of a landing on the English coast and the times of 
embarkation in the invasion harbours came under discussion. As a result, when we were 
already far out to sea, the waves suddenly started lapping round our Mercedes on the beach. 
Only in the very nick of time did we succeed in getting a tractor to tow it out of the incoming 
tide, through sand that had already turned very soft. 

But neither the joys and attractions of that beautiful country nor the period of rest after a 
successful campaign caused our troops to go soft — a fate to which occupation troops are 
usually exposed. Any tendency in that direction was counteracted by the need to train our 
formations for the projected invasion, a completely new task in itself. The troops had daily 

exercises in the dunes and neighbouring fenland, which in many respects resembled our 
intended landing-places. After the arrival of our ferrying equipment - converted Rhine and 

Elbe barges, small trawlers and motor-boats - we were able, in calm weather, to practise 
embarkation and disembarkation with the navy. As often as not, when a landing-craft beached 
clumsily, this spelt a cold bath for one or two of those taking part. The young midshipmen 

still had their own job to learn. One could not blame them for their lack of enthusiasm at 

having to command Elbe barges instead of serving on a smart cruiser or U-boat — 
particularly as it was not always easy to get along with the old salts who owned the barges 

and trawlers and stood beside them on the bridges of these rather fantastic invasion craft. 
Nevertheless, all personnel showed the utmost keenness in training for their unaccustomed 
task, and we were convinced that, like everything else, it could be mastered in due course. 


This seems to me to be a good place to include a few critical remarks on Hitler's invasion plan 

and the reasons that led him to abandon it. 

If Hitler really believed he had already won the war after the defeat of France and that it was 
now merely a matter of bringing this home to Britain, he could not have been more wrong. 
The icy indifference of the British to his peace offer - which was anyway an extremely vague 
one - showed that neither the Government nor the nation were open to persuasion. 

And so Hitler and O.K.W. found themselves wondering 'What next?' 

Any statesman or supreme commander is liable to be faced with the same problem in wartime 

when an entirely new situation arises through a military setback or an unexpected 
development in the political field - the entry of another Power into the war on the side of the 
enemy, for example. In such circumstances he may have no choice but to throw the existing 
'war plan' overboard. At the same time one may feel inclined to blame him for overestimating 
his own resources and underrating the enemy's or for committing an error of political 


But when the head of a State or a war machine has to ask himself 'What next?' after his 
military operations have entirely fulfilled - or, as in this case, far exceeded - his expectations, 
leading to one enemy's defeat and causing the other to beat a retreat to his island fastness, one 
cannot help wondering whether such a thing as a 'war plan' ever existed on the German side. 

Certainly no war goes off according to a firm programme set by one side or the other. But 
since Hitler accepted the risks of war with France and Britain in September 1939, it was his 
duty to consider beforehand how he should cope with these powers in various contingencies. 
It is quite obvious that prior to - or even during - the offensive in France, Germany's supreme 
command had no kind of 'war plan' to determine what measures should be taken once the 
victories it hoped for had been won. Hitler's hope was that Britain would give in. As for his 
military advisers, they clearly felt obliged to await a 'Fiihrer's decision'. 

The above state of affairs strikingly exemplified the inevitable outcome of the inexpedient 
military roof organization that had emerged in Germany when Hitler assumed supreme 
command without creating a Reich Chief-of-Staff responsible for grand strategy. 

The plain fact is that, next to the Head of State who made the political decisions, there was no 
parallel military authority empowered to take responsibility for this overall strategy. 

From its very inception Hitler had relegated O.K.W. to the status of a military secretariat. In 
any case, its chief, Keitel, would not have been in the least capable of advising Hitler on 


As for the Commanders-in-Chief of the three armed services, Hitler allowed them practically 
no influence whatever on grand strategy. From time to time they were able to express an 

opinion on policy matters at personal interviews, but ultimately Hitler alone made the 
decisions on the basis of his own deliberations. So invariably did he insist on the right to 
initiate policy that - except in the case of Norway, where Raeder probably put up the first 
suggestion - 1 know of no instance in which a fundamental decision impinging on overall war 
policy can be placed to the credit of any of the three service staffs. 

Since no one - least of all O.K.W. - was authorized to draft a 'war plan', the effect in practice 
was that everyone left things to 'the Fuhrer's intuition'. Some, like Keitel and Goring, did so in 
credulous adulation; others, like Brauchitsch and Raeder, in a mood of resignation. The fact 
that all three service staffs certainly conducted their own internal studies of long-term policy 
made not a scrap of difference. (As early as the winter of 1939/40, for example, Grand- 
Admiral Raeder made the Naval Operations Staff examine the technical possibilities and 
requirements of a landing operation on the coast of England.) There was still no military 
authority or personality, in the sense of a real Chief of the General Staff, whom Hitler was 
prepared to regard not only as an expert or executive but also as being explicitly in charge of 

overall strategy. 

In the event, the result of this pattern of command was, as I have already stated, that when the 
campaign in the west was finished, we were confronted with the problem of what to do next. 

In addition to this, the German Supreme Command had two facts to contend with: 

First, the existence of an unbeaten Britain which was palpably unwilling to come to terms. 

Secondly, the danger of intervention by our new neighbour, the Soviet Union, however peace- 
loving it might be acting in the meantime. It was a threat which Hitler had indicated back in 
November 1939, when stressing the need to achieve a prompt decision in the west. 

In the light of these two facts it was clear that the Reich's most pressing task must be to end 
the war with Britain at the earliest possible date. Only then could one hope that Stalin had 
finally missed his chance to exploit the discord of the European peoples for his own 

expansionist ends. 

If no way to an understanding could be found, Germany must try to rid herself of her last 

opponent, England, by force of arms. 

It is the tragedy of that brief period in which the fate of Europe was settled for so many years 

to come that neither side sought any means of coming to terms on a common-sense basis. 
What is certain is that Hitler would have preferred to avoid a life-and-death struggle with the 
British Empire because his real aims lay in the east. 

The way he put over his far-too-vague peace offer at the Reichstag session after the campaign 
in France, however, was hardly conducive to favourable reactions. Apart from that, it is open 
to doubt whether Hitler, already drunk with a belief in his own infallibility, would have been 

ready to accept a peace based on reason and justice even if the opposing side had seriously 
suggested such a thing. What is more, he was now the prisoner of his own deeds. He had 

handed over half of Poland and the Baltic to the Soviet Union - an action he could reverse 
only at the cost of a new war. He had opened the way to Italy's covetous desire for territories 

under French sovereignty, and thereby landed himself in a state of dependency on his ally. 

Finally, since Prague, he had become untrustworthy in the eyes of the world and forfeited 
everyone's faith in whatever agreements he might subscribe to. 

For all that, the mass of the German people would have wildly acclaimed him had Hitler 
presented them with a reasonable negotiated peace after the defeat of France. They were not 
eager to incorporate tracts of predominantly Polish territory into the Reich, nor did they feel 
any sympathy for those who, still dreaming of a distant past, based their claims to these lands 
on the fact that they had once formed part of the Holy Roman Empire. The idea of a Master 

Race whom it behoved to dominate Europe, or even the whole world, was never taken 
seriously in Germany except by a few party fanatics. Hitler had only to whistle his pack of 
propaganda enthusiasts to heel and the general approval for a reasonable peace would have 

been free to express itself. 

On the other hand, though, it may be that the British national character, so impressively 
incorporated in the person of Winston Churchill, prevented Britain from entertaining any 
serious thought of a rational settlement at that or indeed any later stage of the war. There was 
that admirable tenacity of the British which impels them to go through with any struggle they 
have once embarked on, however threatening the situation of the moment may be. On top of 
this, in the bitterness of their 'unconditional' hatred for Hitler and his regime (and for 
'Prussianism', too, in the case of several political leaders), came the inability to discern an 
even worse system, and an even greater menace to Europe, in the form of the Soviet Union. 
What also prejudiced British policy was the traditional striving for a European balance of 
power, the restoration of which had been Britain's ultimate motive for entering the war, since 

it demanded the defeat of a Germany which had become too powerful on the Continent. 
British eyes were blind to the fact that the big need in a changed world would be to create a 
world balance of power in view of the might which the Soviet Union had attained and the 
dangers inherent in its dedication to the idea of world revolution. 

In addition to all this, Churchill was probably too much of a fighter. His mind was too 
exclusively concerned with battle and ultimate victory to see beyond this military goal into 
the political future. Only several years later, when the Russians were approaching the 
Balkans, a neuralgic spot for Britain, did Churchill appreciate the danger of this development. 
By then, however, he could no longer get his way with Roosevelt and Stalin. Meanwhile he 
relied on the vitality of his people and the ability of the American President eventually to 
bring the United States into the war on Britain's side - disinclined though the American people 
might have been at that stage, for all their dislike of Hitler, to see this happen. 

Furthermore, a man like Churchill was hardly going to overlook the latent danger which the 
Soviet Union represented for Germany. As far as the war was concerned, he booked it on the 
credit side for Britain. On the other hand, the idea of seeking a settlement with Germany on 
the premise that this would most probably be shortly followed by a struggle for power 
between the two totalitarian States appears to have found no place in his reasoning. This 
despite the fact that a sober assessment of the strengths and weaknesses of the two Powers 
would almost certainly have led him to deduce that neither could completely master the other 
and that they were much more likely to tie each other down, to their mutual debilitation, for 
some time to come. Such a situation would automatically have cast the Anglo-Saxon Powers 
as world umpires - to say nothing of the fact that the struggle between the two totalitarian 
States would probably have sealed the fate of their regimes. 

In an age of dictatorships, ideologies and 'crusades', an age in which the emotions of the 
masses are whipped up by unbridled propaganda, the word 'reason' is, I fear, never spelt with 
a capital 'R. And so, to both peoples' detriment and Europe's misfortune, it turned out that 
neither Britain nor Germany could see any practical alternative but to fight it out. 

Thus the German Supreme Command's answer to the problem of what to do after the end of 
the campaign in the west was to continue the struggle against Britain. But the fact that, for the 

reasons discussed above, no war plan extending beyond the campaign in the west of the 
Continent had ever existed on the German side was to have grave consequences. When Hitler 
now conceived the plan (without actually making up his mind) to tackle Britain by invasion, 
no practical preparations whatever had been taken to this end. In consequence we threw away 
our best chance of taking immediate advantage of Britain's weakness. The preparations that 
were only now put in train used up so much time that the success of any landing became 

doubtful for reasons of weather alone. 

This last fact, in addition to others to which we shall return in due course, gave Hitler his 
grounds - or rather his pretext - for dropping the invasion project and turning right away from 
Britain to strike at the Soviet Union. The outcome is well known. 

Before I deal with the reasons for this decisive change of front, I feel I should review the 
chances that would have existed had Hitler been ready to carry through the fight with Britain 

to the last. 

Three methods would have been open to us. The first would have been to try to force Britain 
to her knees by cutting off her supply lines from overseas. Germany's prospects here were 
favourable to the extent that she now had full possession of the coasts of Norway, Holland, 
Belgium and France as bases for air and submarine warfare. 

The position regarding the resources to be used in this connexion was less favourable. 

So far the navy had nothing remotely approaching an adequate number of U-boats - not to 
mention the heavy vessels, particularly aircraft-carriers, which would have had to co-operate 
with them. In addition, it was seen that Britain's anti-submarine defences would retain the 
upper hand as long as we failed to put the R.A.F. out of action. As for the Luftwaffe, the 
following are the tasks that would have devolved on it: 

(i) to achieve mastery of the air at least to the extent of eliminating the R.A.F. 's ability to 

combat submarine warfare; 

(ii) to paralyse the British ports; 
(iii) to co-operate effectively with the U-boats in their attacks on enemy shipping. 

In practice all this amounted to overcoming the R.A.F. and destroying its production centres. 

That the Luftwaffe was still not strong enough to attain this object in 1940 is shown by the 
Battle of Britain. Whether the outcome would have been the same if weather conditions had 
not been so unexpectedly unfavourable in August and September and if the German command 
had not turned its attention from fighting the R.A.F. to attacking London at what might well 
have been a critical time for the enemy may be left undecided. 

At all events, it was impossible in the summer of 1940, in the light of the very limited number 
of German bombers available and the lack of long-range fighters, speedily to fulfil the aim of 
overpowering the R.A.F. and destroying its production centres. Every battle that ever had to 
be fought out by sheer weight of material resources has always required more time and far 
more forces than were originally estimated. Quick decisions in battles between more or less 
equal opponents are usually reached only by superior leadership, and seldom by a test of 
strength, as would have inevitably been the case here. 

We ought, therefore, to have prepared from the outset for a prolonged struggle. Just as the 
submarine fleet should first have been multiplied to guarantee success, so would similar steps 
have been necessary with regard to the Luftwaffe. 

The fact must also be faced that the idea of quickly bringing a country as large as Britain to its 
knees by 'strategic air warfare' as conceived by General Douhet was - in those days, at any 
rate - still wishful thinking. The same thing may be said of the Allies' aerial warfare against 
the Reich later on. In any case, once it had been decided to force Britain to the ground by 
cutting off her maritime traffic, the whole of the Reich's war production should have been 
given over to building up German submarine and air strength. A reduction of the army to free 
manpower for industry would have been indispensable in this connexion. 

The very length of the struggle constituted its danger. No one could know how long the 
Russians would stay quiet. A reduction in Germany's land forces and the commitment of her 
entire air power against England would enable the Soviet Union, even if it did not enter the 

war, at least to exert political blackmail. 

Another danger was the possibility that the Americans, who were hardly going to stand by 
and watch Britain slowly strangled, would intervene at an early stage. In a battle of air fleets 
and naval forces they could have intervened relatively quickly, whereas if an actual German 
invasion of England had been taking place they would certainly have come too late. 
Nevertheless - had the Reich had a real strategic policy — it would have been entirely 
conceivable that this course of action could have been taken with a prospect of success. 
Always bearing in mind, of course, the danger of intervention by the Soviet Union or the 
United States. And certainly only provided that the aim of destroying the R.A.F. and then 
cutting off Britain's supply lines at sea were strictly adhered to. Any digression into vague 
notions of striking at the morale of the enemy population by raids on the cities would only 

have endangered the chances of winning. 

The second possible way of bringing down Britain I will call the struggle for the 
Mediterranean. Hitler - and, indeed, the German military leadership as a whole - are 

reproached with having been incapable of breaking free from the 'Continental' way of 
thinking and of never having recognized the significance of the Mediterranean as the life-line 

of the British Empire. 

It is true, perhaps, that Hitler thought only in terms of the Continent. What is open to question, 
though, is whether, on the one hand, the loss of her position in the Mediterranean would really 
have compelled Britain to give up the fight and, on the other, what consequences the conquest 
of the Mediterranean zone would have had for the Reich. 

It is indisputable that the loss of the Mediterranean would have been a serious blow for 
Britain. The possible effects with regard to India and the Near East, and thereby to oil 
supplies, might have been extremely grave. Furthermore, the final blocking of the sea to 
shipping would have substantially aggravated Britain's food problems. 

But would this blow have been lethal? To my mind it would not. Britain would still have had 

her link with the Far and Middle East round the Cape of Good Hope, and this could in no 
event be cut, unless by a close blockade of the British Isles by the U-boats and Luftwaffe-in 
other words, by the afore -mentioned method. This, however, would have pinned down the 
Luftwaffe's entire resources, leaving nothing in hand for the Mediterranean! Painful though 
the loss of Gibraltar, Malta and her positions in Egypt and the Near East might well have been 
for Britain, it would certainly not have been fatal. Indeed, the British being as they are, it 
would presumably have served only to stiffen their national will. The British nation would 
have refused to accept these losses as final and would have gone on fighting all the more 
bitterly. In all probability it would have given the lie to the slogan about the Mediterranean 
being the life-line of the Empire. It is also most unlikely that the Dominions would have 

withdrawn their support. 

The second question is what consequences the critical struggle for the Mediterranean would 

have had for the Reich. 

The first point here is that though Italy might have made a good basis for operations, her 
armed forces could have provided only a very modest contribution to the contest. This did not 
need to be proved by events: it was already apparent. 

In particular, the Italian Fleet could not have been expected to drive the British from the 


The main burden of the struggle would thus have to be borne by Germany, who would not be 
helped by the fact that her ally regarded the Mediterranean as his private reserve and would 
accordingly lay claim to the overall command. 

If we were going to deprive Britain of her position in the Mediterranean in the hope of dealing 
her a mortal blow, Malta and Gibraltar would have to be taken and the British expelled from 
Egypt and Greece. There can hardly be any doubt that if Germany were to shift the focal point 
of her strategy to the Mediterranean, she would have had to solve this task in a military sense. 

But that would not have been the end of it. The capture of Gibraltar could only have been 
carried out either with Spanish consent - which was in fact never obtained - or by bringing 

pressure to bear on the Spaniards. Either course would have meant the end of Spanish 
neutrality. The Reich would have been left with no other choice than to take over - with or 

without the agreement of Madrid and Lisbon - the protection of the whole Iberian coastline, as 
well as to guarantee the supply of that area. Resistance could have been expected from both 

countries - most of all from Portugal, who would have seen her colonies immediately 
occupied by England. Anyhow, the Iberian peninsula would have swallowed a considerable 
portion of the German Army in the long run, and the repercussions in the U.S.A. and Latin 
America to a forcible occupation of Spain and Portugal could have been disastrous. 

If no real settlement were found with France, which was pretty well out of the question in 
view of the Italian and Spanish claims on her colonial territories, it would have ultimately 
become necessary to occupy French North Africa if a naval Power like Britain were to be 
prevented from one day retrieving a footing in the Mediterranean. 

Once the British had been driven from Egypt - and from Greece, too, in the event of their 
moving in there - it seems likely that in the eastern Mediterranean the course of action 
considered here would inevitably have led on to the lands of the Near East, especially if one 
remembers that we should have needed to cut Britain's oil supplies. The view has been 
expressed that the creation of a base in the Near East would have offered Germany two 
advantages: one, the possibility of menacing India, and the other a flank position against the 

Soviet Union to deter it from intervening against Germany. I feel these arguments are 
unrealistic. Quite apart from the questionable effect the establishment of German troops in 
their countries would have had on the Near Eastern peoples, there are two other aspects to 

bear in mind. 

Operations against India or the Soviet Union from the Near Eastern region could, for supply 
reasons alone, never have been executed on a scale guaranteeing real success. By virtue of 
being a naval Power, Britain had the bigger pull here. 

The appearance of Germany in the Near East, far from dissuading the Soviet Union from 
action against Germany, would only have made her intervene all the sooner. 

The crux of this whole Mediterranean problem, is, to my mind, as follows : 

Britain's loss of her positions there would hardly have sealed her fate. 

To go further, a decisive struggle for the mastery of the Mediterranean would ultimately have 
tied down such large German forces for so long that the temptation to the Soviet Union to 

come into the war against us would have increased beyond measure. This is all the more true 
if one considers that the spoils in which the Soviet Union might well have been interested - 
the Balkans and a dominating influence in the Near East - could henceforth have been won 

only by fighting it out with Germany. 

To strive for Britain's downfall by way of the Mediterranean would, in fact, have constituted a 
detour comparable with that taken by Napoleon when he set out to strike a mortal blow at 
Britain in India by way of Egypt. It was a course entailing the long-term commitment of 
Germany's forces in a direction that could not be decisive. More than that, it would have 

enabled the British motherland to rearm and at the same time given the Soviet Union its really 

big opening vis-a-vis the Reich. 

In point of fact the Mediterranean method would have implied evading the decision we felt 
unable to achieve against the British motherland direct. 

This brings us to the third course at issue in 1940, that of an invasion of the island of Britain. 

Before we pass on to this, it should be noted with regard to our Mediterranean strategy in its 
practical outcome that - as so often happened later on in Russia - Hitler never made the right 
forces available at the right time. It was in any case a cardinal error on his part to refrain from 
attempting to take Malta, the capture of which would almost certainly have been feasible in 
the early stages. His failure to do so can reasonably be regarded as a factor of decisive 
importance in the ulti- mate loss of North Africa and all that followed in its train. 

At all events, in June 1940 Hitler conceived the plan of invading Britain (without, as I said, 
making any firm decision), and ordered the appropriate preparations to be started. 

The operation was to be prepared under the code-name Sealion, but was to be put into 
execution only after certain prior conditions had been fulfilled. The manner in which the 
execution was planned and the interminable disputes which resulted - primarily between the 
army and navy staffs - have already been dealt with by others. So have the reasons - or 
pretexts - which were finally to justify the abandonment of the project. 

All that will be done here, therefore, is to examine the three most important questions: 

1. Would an invasion of England have compelled her to give up the struggle and would it, 

assuming that it had been successful, have finally decided the issue? 

2. Could an invasion really have been expected to succeed, and what would have been the 

consequences of its failure? 

3. What were the reasons that ultimately led Hitler to relinquish the plan (thereby giving up 

the idea of forcing an issue with Britain) and to turn against the Soviet Union ? 

The answer to the first question is that an invasion would have been the quickest way to 
overpower Britain. The two other ways discussed above could not bring a quick decision. But 
would this one have been final? The answer must be that there was every possibility - even 
probability - that even after the fall of the island the Churchill Government would have tried 
to continue the fight from Canada. Whether the other Dominions would have followed its lead 
cannot be told. Still, the conquest of the island itself still did not mean the complete defeat of 

the Empire. 

[Whether the British population - unlike the French - would have gone on resisting in the 
event of a successful invasion, or whether — as even Churchill has thought possible — a 
Government would have been found to sign a capitulation, is a purely hypothetical question 
which cannot be discussed here. (The same applies to whether, in the latter contingency, 
means could have been found, as in the case of Belgium in World War I, of feeding the 

British population.) Author.'] 

The cardinal point must surely be this : The conquest of the island by Germany would have 
deprived the other side of the very base that was indispensable - in those days, at any rate - for 
a sea-borne assault on the continent of Europe. To launch an invasion from over the Atlantic 
without being able to use the island as a springboard was beyond the bounds of possibility in 
those days, even if the United States came into the war. And it can hardly be doubted that 
with Britain occupied, the R.A.F. eliminated, the Fleet banished across the Atlantic and the 

island's war potential rendered nugatory, Germany would have been able to deal with the 
situation in the Mediterranean without further ado. 

It must be stated, then, that even if the British Government had tried to fight on after the loss 
of the motherland, it would have had little further prospect of winning. Would the Dominions 
have continued to give their support in such circumstances? 

Would the Soviet Union's latent threat to the Reich have been of any further consequence had 
the Russians no longer been able to count on a Second Front in the foreseeable future? Would 
not Stalin's reaction to this have been to turn his attentions - with Hitler's agreement - to Asia? 
Would the United States have undertaken their 'crusade' against the Reich had they known 

they must bear the brunt of the cost alone? 

No conclusive answers to these questions can be found today, nor could they be found at the 


Admittedly the Reich would have been just as unable to impose peace across the seas. Yet one 
thing is certain: its position following a successful invasion of Britain would have been an 
incomparably happier one than any to be found along the road taken by Hitler. 

From the military point of view, then, an invasion of Britain in the summer of 1940, provided 
it offered a prospect of success, would undoubtedly have been the right solution. What steps 
should, or could, have been taken in the event of a German victory in order to bring about the 
negotiated peace which should always have been the aim of a rational German policy is 

outside the scope of this military study. 

Let us rather turn to the military aspects again and seek to determine whether an invasion of 
Britain in 1940 would have had any chance of succeeding. 

Opinions on this score will, I suppose, always remain divided. Sealion certainly involved 

tremendous risks. 

Nevertheless, it is not enough to point to the vast amount of technical equipment required by 
the Allies for their invasion in 1944 in order to prove that a German invasion dependent on 
infinitely more primitive ferrying gear would have inevitably miscarried. Neither is it enough 
to refer to the Allies' absolute supremacy in the air and at sea in 1944, decisive though it was 

in both cases. 

While Germany had none of these things to her credit in the summer of 1940, she had, on the 
other hand, the decisive advantage of not initially having to face any organized defence of the 
British coastline in the form of troops that were adequately armed, trained and led. It is a fact 
that as far as her land forces went in summer 1940, Britain was to a large extent defenceless. 
Her defencelessness would have been well-nigh complete had Hitler not allowed the B.E.F. to 

escape from Dunkirk. 

The success of an invasion of England in the summer of 1940 depended on two factors: 

1 . Execution at the earliest possible date so that we could hit Britain while she was still 
undefended and take advantage of the summer weather. (In our own experience the Channel 

was almost invariably as calm as a mill-pond in July and August and at the beginning of 


2. Our ability to neutralize the R.A.F. and British Fleet in the Channel area for the duration of 
the crossing and the period immediately following it. 

At the same time it is true that, with our uncertainty regarding the weather and the Luftwaffe's 
ability to gain air superiority over the Channel to at least the extent demanded, Sealion was 
bound to involve very big risks. In the light of these risks the responsible Wehrmacht staffs 
probably did go about the operation with some hesitation and various mental reservations. 

That Hitler's own heart was not in it was clear even then. At all levels the preparations lacked 
that driving force from the top which was usually so apparent. General Jodl, Chief of the 
Combined Services Operations Staff, regarded any attempt at invasion as an act of 
desperation quite unwarranted by the situation as a whole. 

The Commander-in-Chief of the Luftwaffe, Goring, whom the High Command had as usual 

failed to keep firmly in check, in no way regarded his air offensive against Britain as an 
integral part - vital though it was - of a concerted invasion undertaken by the Wehrmacht. On 

the contrary, the way he committed and ultimately squandered the Luftwaffe's resources 
points to his having regarded the air offensive against the island as a self-contained operation, 

which he conducted accordingly. 

The Naval High Command, which had been the first authority to raise the question of an 
invasion of Britain, had at least concluded from its study of the practical problems involved 
that the operation would be feasible provided certain advance requirements were met. Despite 
this, it was probably more strongly affected than anyone else by its awareness of the 

inadequacy of its equipment. 

The body taking the most positive view was undoubtedly the High Command of the Army, 
although it does not seem to have contemplated the idea of an invasion prior to the fall of 


One thing is certain. Those who stood to risk their necks first and foremost if Sealion were put 

into execution - the army formations earmarked to take part - were the very ones to display 
the greatest energy and assurance in their pursuit of the preparations. I feel entitled to say this 
because the formation under my own command, 38 Corps, was designed to go over in the first 
wave from between Boulogne and Etaples to the stretch of coast running from Bexhill to 
Beachy Head. Without underrating the dangers, we were confident of success. At the same 
time we may not have been sufficiently aware of the misgivings of the two other services, 

especially the navy. 

It is well known that Hitler had two reasons - or pretexts - for finally dropping the Sealion 


One was the fact that the preparations took so long that the first wave could not have crossed 
till 24th September at the earliest. This was a date by which it would no longer be possible - 
even assuming that the first wave succeeded - to count on the continuing stretch of fine 

weather necessary for the follow-up. 

The second and really decisive reason is the fact that even by this date the Luftwaffe had not 
attained the requisite air supremacy over British territory. 

Even if these two facts are accepted as having in September 1940 been grounds for calling off 

the invasion, that still does not establish whether a German invasion would not have been 
possible had the German Command handled matters differently. This, however, must be the 
whole basis of any appraisal of Hitler's decision to avoid a fight to the death with Britain in 

order to turn on the Soviet Union. 

The problem is, then, whether the two above-mentioned facts — the delay over the launching 
of Sealion and the inconclusive state of the Battle of Britain - were inevitable or not. 

As far as the first is concerned - the postponement of the landing date till the end of 
September - this could most certainly have been avoided. The existence of a war plan focused 
on the problem of defeating Britain would have meant that a considerable part of the technical 
preparations for the invasion could have been tackled while the campaign in the west was still 
in progress. The existence of such a plan would have made it unthinkable for Hitler - 
whatever his motives - to allow the B.E.F. to escape from Dunkirk. At its worst the landing 
date would not have been retarded until well into the autumn had the German decision to 
invade Britain been taken at least at the time of the fall of France - that is, in mid- June - and 
not a whole month later, in mid- July. The invasion preparations, carried out as they were in 
pursuance of the order issued in July and within the limits of what was humanly possible at 
the time, were completed by the middle of September. A decision four weeks earlier would 
thus have made it possible to cross the Channel by the middle of August. 

As for the unsatisfactory progress of the Battle of Britain that formed the second reason for 
the abandonment of Sealion, the follow- ing points come to mind: 

The idea of gaining air supremacy over Britain by dint of an isolated aerial war commencing 
weeks in advance of the earliest possible invasion date was an error of leadership. 

By gaining air supremacy over Britain before the invasion took place it was proposed to 
guarantee the success of the latter. All this achieved in the event was a premature dissipation 
of the Luftwaffe's strength in a battle fought under unfavourable conditions. 

A sober assessment of its own strength in relation to the enemy's should at least have given 
the Luftwaffe staff strong doubts whether its own forces were adequate or suitable to carry 
the action against the R.A.F. and its production centres to a decisive conclusion above Britain 


First of all, the Luftwaffe leadership underrated the strength of Fighter Command and 
overestimated the effect of its own bombers, besides allowing itself to be surprised by the 
existence of an efficient radar system on the other side. 

In addition, the range and penetration zone of the bombers, and even more so that of the 
fighters, were known to be below what was required. As a result the R.A.F. was able to dodge 
the annihilating blows that were aimed at it. Quite apart from this, the German fighters over 
England invariably had to operate under less favourable conditions than their opponents. The 
bombers, for their own part, had in a great number of cases to manage without proper fighter 

cover as soon as they outranged their escorts. 

This consideration alone should have decided the Luftwaffe command against starting a 
showdown with the R.A.F. until the latter were compelled to join battle under similar 
conditions - i.e. over the Channel or its coastlines - in immediate operational conjunction with 

the actual invasion. 

Finally, the German Command committed the further error of altering the operational target 

of its air offensive at the very moment when - despite the Luftwaffe's handicaps, some 
foreseeable, some unexpected, vis-a-vis the R.A.F. - the outcome was actually in the balance. 
On 7th September the main weight of the attacks was shifted to London - a target which no 
longer had any operational bearing on the invasion preparations. 

Desirable though the attainment of air supremacy prior to the invasion always was, a careful 
review of all the factors involved should still have prompted the German Supreme Command 
to commit the Luftwaffe for its decisive blow only in immediate conjunction with the 


One can, of course, object that on this basis the Luftwaffe's resources would have been called 

upon to perform too many tasks, namely: 

to attack British air bases in the south of England; 

to cover the embarkation in the French harbours; 

to protect the transports as they crossed the Channel; 
to support the first wave of invasion troops during their landing; 
and, in co-operation with the navy and coastal artillery, to prevent 
the British Fleet from interfering. 

But not all these tasks would have been simultaneous, even if they had to be solved in close 
succession. For example, the British Fleet — apart from the light naval forces stationed in 
harbours in the south of England - could probably not have intervened until after the first 

wave of troops had landed. 

Everything would have depended on the outcome of a big aerial battle which would have 
started over the Channel or southern England as soon as the army and navy began invading. 
The conditions experienced by the Luftwaffe in this battle would, nevertheless, have been 
immeasurably more favourable than in its raids on the interior of the country. 

Naturally such a mode of action meant staking everything on one card. That, however, would 
have been the price one was bound to pay in the circumstances if the invasion were to be 

risked at all. 

When Hitler, for the above-mentioned reasons, virtually discarded the plan for an invasion of 
England in September 1940, these reasons may indeed have been cogent enough at the time. 
The fact that they could emerge at all was due to the absence of any authority inside the 
German Supreme Command - except for Hitler the politician - that was responsible for 
overall strategic policy. There was no authority that could in good time have worked out a war 
plan to include Britain and been capable of effectively directing the invasion as a unified 

operation of all three services. 

If the German Command thus cast away its chances of fighting the final bout with Britain to a 
successful conclusion, the reasons are to be sought not only in the shortcomings of the staff 
organization but substantially in Hitler's political thinking. 

There can hardly be any doubt that Hitler always wished to avoid a contest with Britain and 
the British Empire. He stated often enough that it could never be in the Reich's interest to 
destroy the Empire. He admired this Empire as a political achievement. Even if one is 
unwilling to take such utterances at their face value, one thing at least is certain : Hitler knew 
that if the British Empire were destroyed, not he or Germany could be its heir, but the United 
States, Japan or the Soviet Union. Seen in this realistic perspective, his attitude to Britain does 
at least make sense. He had neither wanted nor expected war with Britain. Consequently he 
wished to avoid a showdown with her for as long as was possible. 

This attitude, and doubtless also the fact that he had not expected such a staggering victory 
over France, explain Hitler's failure to adopt a war plan which aimed at defeating Britain, too, 
once France was overthrown. The point is that he did not want to land in Britain. His political 
concept was at odds with the strategic requirements that followed from the victory in the west. 
The disastrous part of it was that this concept of his encountered no sympathy in Britain. 

Hitler's attitude towards the Soviet Union, on the other hand, was fundamentally different, 
despite the alliance he entered into with Stalin in 1939. He at once mistrusted and underrated 
the Russians. He feared their traditional urge for expansion - though he himself had opened 
the way to it in the west by signing the Moscow Pact. 

One may assume that Hitler knew the two totalitarian Powers were bound to clash sooner or 
later after becoming next-door neighbours. Furthermore, he was for ever pre-occupied with 
'Lebensraum' — the living space he felt obliged to secure for the German people. It was 

something he could find only in the east. 

Though there was nothing about either of these lines of reasoning to prevent the ultimate clash 
with the Soviet Union from being put off until some later date, they were bound to acquire a 
special urgency for a man like Hitler when, after France's downfall, he seemed virtually the 
master of Europe. His feelings were reinforced by the menacing build-up of Soviet troops on 
Germany's eastern frontier - a trend which must in any event have given rise to misgivings 

about the Kremlin's future policies. 

Hitler now faced the problem of invading England. He was aware of the high degree of risk 
such an undertaking then involved. If the invasion were to fail, the army and navy forces 
taking part would be for- feit, and even the Luftwaffe would emerge very much weakened. At 
the same time the failure of an invasion attempt would not, from the strictly military point of 
view, have irreparably impaired German military power. The more far-reaching effect would 

have been in the political field - on the one hand through the fillip any failure would have 
given to the determination of the British to go on with the war, on the other its impact on the 
attitudes of the United States and the Soviet Union. Most of all, though, a spectacular military 
failure of this kind would have gravely damaged the dictator's prestige, both in Germany and 

the world as a whole. 

This was the one danger the dictator could not afford to run. Just as his general attitude 
towards the British Empire had always made him put any thought of a showdown behind him, 
and just as his false appraisal of the British mind had encouraged him to hope that it would 

still be possible to come to terms in the end, so did he now recoil from taking the risk. He 
wanted to evade the hazard of a decisive struggle with Britain. Instead of destroying her as a 
Power, he thought he could convince her of the need for settlement by trying - as he himself 

put it - to strike from her hand the last sword she might hope to point at Germany on the 

mainland of Europe. 

But by thus recoiling from what was admittedly a pretty considerable military and political 
risk, Hitler, committed his big error of judgement. For one thing was certain. If Hitler jibbed 

at fighting the battle with Britain in the hour most favourable to himself, Germany must 
sooner or later land in an untenable situation. The longer the war with Britain dragged on, the 
greater the danger threatening the Reich in the east must become. 

When Hitler did not venture to strike the decisive blow at Britain in the summer of 1940, and 
missed his unique chance of doing so, he could no longer play at seeing how long he could 
hold his breath. It was at this point that he was forced to venture the attempt to eliminate the 
Soviet Union by a preventive war while there was still no enemy in the west capable of 

menacing him on the Continent. 

In reality this meant that because of his aversion to the risk of invading Britain, Hitler took on 

the far greater risk of a war on two fronts. At the same time, by taking so long over, and 
finally discarding the invasion plan, he wasted a year which should have brought Germany the 
final decision. It was a delay Germany could never make good. 

With the cancellation of Sealion at the end of September, 38 Corps went back to normal 
training. The ferrying equipment that had been assembled for us was withdrawn from the 
Channel harbours, already imperilled by R.A.F. raids. Nothing was heard at this stage of 
Hitler's intentions regarding the Soviet Union, his final decision to attack it being taken much 
later. The first hints of what was to come did not reach me till the spring of 1941, when I was 

given a new appointment. 

Part III 


At the end of February 1941 I handed over command of 38 Corps on the Channel coast in 
order to take over 56 Panzer Corps, whose headquarters were about to be set up in Germany. 
For me this fulfilled a wish I had cherished even before the campaign in the west - to 

command a mechanized army corps. 

As a corps commander, of course, I was not consulted on the advisability and method of 
conducting a campaign against the Soviet Union. Our own operation order was not received 
until a very late stage- in May 1941, as far as I remember - and even then it covered only the 
immediate commitments of the Panzer Group to which my corps belonged. 

Thus, as far as the actual conduct of operations against the Soviet Union in 1941 is concerned, 
I cannot comment to anything like the extent I have done regarding the western campaign, 
where I had personally influenced the final shaping of the Operations Plan. 

However, I think two factors may be said to have become generally apparent since then. 

The first was the mistake committed by Hitler, if by no one else, of underrating the resources 

of the Soviet Union and the fighting qualities of the Red Army. In consequence he based 
everything on the assumption that the Soviet Union could be overthrown by military means in 

one campaign. Had this even been possible, it could have been achieved only by bringing 
about the Soviet Union's simultaneous collapse from within. Yet the policies which Hitler - in 

complete negation of the efforts of the military authorities - pursued through his Reich 
Commissioners and Security Service (S.D.) in the occupied territories of the east were bound 
to achieve the very opposite effect. In other words, while his strategic policy was to demolish 
the Soviet system with the utmost dispatch, his political actions were diametrically opposed to 

this. Differences between the aims of the political and military leaders have often arisen in 
other wars. In this case, with the military and political leadership united in Hitler's hands, the 
result was that his political measures in the east ran entirely counter to the requirements of his 
strategy, depriving it of whatever chance it may have had of a speedy victory. 

The second factor was the failure to achieve a uniform strategic policy at the summit - i.e. 
between Hitler and O.K.H. This applied both to the planning of the overall operation and to its 

execution in the campaign of 1941. 

Hitler's strategic aims were based primarily on political and economic considerations. These 
were: (a) the capture of Leningrad (a city he regarded as the cradle of Bolshevism), by which 
he proposed to join up with the Finns and dominate the Baltic, and (b) possession of the raw- 
material regions of the Ukraine, the armaments centres of the Donetz Basin, and later the 
Caucasus oilfields. By seizing these territories he hoped to cripple the Soviet war economy 


O.K.H. , on the other hand, rightly contended that the conquest and retention of these 
undoubtedly important strategic areas depended on first defeating the Red Army. The main 
body of the latter, they argued, would be met on the road to Moscow, since that city, as the 
focal point of Soviet power, was one whose loss the regime dare not risk. 

[This appreciation was subsequently not fully confirmed by the actual distribution of the 

Soviet forces. Author] 

There were three reasons for this. One was that - in contrast to 1812 - Moscow really did form 

the political centre of Russia; another was that the loss of the armaments areas around and 
east of Moscow would at least inflict extensive damage on the Soviet war economy. The third 
and possibly most important reason from the strategic point of view was Moscow's position as 
the nodal point of European Russia's traffic network. Its loss would split the Russian defences 
in two and prevent the Soviet command from ever mounting a single, co-ordinated operation. 

Viewed strategically, the divergence of views between Hitler and O.K.H. amounted to this: 
Hitler wanted to seek the issue on both wings (a solution for which, in view of the relative 
strengths involved and the vastness of the theatre of operations, Germany did not possess 
adequate forces), whereas O.K.H. sought it in the centre of the front. 

It was on this divergence of basic strategy that the German conduct of operations ultimately 
foundered. Although Hitler agreed to the distribution of forces proposed by O.K.H., according 

to which the bulk of the army was to be committed in two army groups in the north and only 
one in the area south of the Pripet Marshes, the tug-of-war over strategic objectives continued 
throughout this campaign. The inevitable consequence was that Hitler not only failed to attain 
his aims, which were too far-flung anyway, but also confused the issue for O.K.H. 

The 'General Intention' laid down by Hitler in his 'Barbarossa' Directive ('destruction of the 

bulk of the Russian Army located in western Russia by bold operations involving deep 
penetration by armoured spearheads; prevention of the withdrawal of battleworthy elements 
into the Russian interior') was in the last analysis nothing more than a strategic or even 

tactical formula. Admittedly, thanks to the superiority of German staff-work and the 
performance of the combat troops, we achieved extraordinary successes that brought the 
Soviet armed forces to the very brink of defeat. But this 'formula' could never replace an 
operations plan over whose preparation and execution there should have been complete 
unanimity at the top and which, in view of the relative strengths of the opposing armies and 
the tremendous distances involved, accepted the premise that it might take two campaigns to 

destroy the Soviet armed forces. 

In my capacity as a corps commander, however, I was not - as I have already said - briefed on 
the plans and intentions of the Supreme Command. For this reason I had no suspicion at the 
time of the momentous differences of a strategic nature existing between Hitler and O.K.H. 
Yet even at this level I soon began to feel their effect. 

56 Panzer Corps was to attack from East Prussia as part of Fourth Panzer Group of Northern 

Army Group. 

Northern Army Group (Field-Marshal Ritter v. Leeb) was assigned the task of driving forward 
from East Prussia to destroy the enemy's forces in the Baltic territories and then to advance on 


The task of Fourth Panzer Group (Colonel-General Hoepner) in this connexion was to thrust 
forward to the Dvina opposite and below Dvinsk (Diinaburg) in order to seize all crossing 
points for a further advance in the direction of Opochka. 

On the right of Fourth Panzer Group, Sixteenth Army (Colonel-General Busch) had to advance 
through Kovno (Kaunas) ; on the left, Eighteenth Army (General v. Kiichler) was to move in 

the general direction of Riga. 

I arrived in 56 Panzer Corps' assembly area on 16th June. Colonel-General Hoepner had 
issued the following orders for the advance of Fourth Panzer Group: 

56 Panzer Corps (8 Panzer Division, 3 Motorized Infantry Division and 290 Infantry 
Division) was to break out in an easterly direction from the forest area north of the Memel and 
east of Tilsit and to gain the big road to Dvinsk north-east of Kovno. To its left 41 Panzer 
Corps (General Reinhardt) (1 and 6 Panzer Divisions, 36 Motorized Infantry Division and 
269 Infantry Division) was to advance towards the Dvina crossing at Jakobstadt. The SS 
Death's Head Division, also belonging to the Panzer Group, would initially follow along 
behind with a view to being sent in behind the corps making the fastest progress. 

For the purpose both of cutting off all enemy forces forward of the Dvina and of forging 
ahead with Northern Army Group's operation, it was of decisive importance that the Dvina 
bridges should be captured intact, since this mighty river presented a formidable obstacle. The 
advance of Fourth Panzer Group would thus be a race to see which of the two corps could 
reach the Dvina first. 56 Panzer Corps was determined to be the winner, its advantage being 
that in the light of the available information it stood to encounter less resistance in the enemy 
rear than 41 Panzer Corps. For this very reason the latter had been given one armoured 
division more than our own corps. My suggestion that it would be better to make our main 
effort where we hoped to find the enemy weakest received no support from Panzer Group 


Before I describe the operations of 56 Panzer Corps, which are really conspicuous only for the 
fact that they were to develop into a panzer drive in the truest sense, some attention must be 
given to a matter which threw a revealing light on the gulf between soldiers' standards and 

those of our political leadership. 

A few days before the offensive started we received an order from the Supreme Command of 
the Armed Forces (O.K.W.) which has since become known as the 'Commissar Order'. The 
gist of it was that all political commissars of the Red Army whom we captured were to be 
shot out of hand as exponents of Bolshevik ideology. 

Now I agree that from the point of view of international law the status of these political 
commissars was extremely equivocal. They were certainly not soldiers, any more than I 
would have considered a Gauleiter attached to me as a political overseer to be a soldier. 
Neither could they be granted the same non-combatant status as chaplains, medical personnel 
or war correspondents. On the contrary, they were - without being soldiers - fanatical fighters, 
but fighters whose activities could only be regarded as illegal according to the traditional 
meaning of warfare. Their task was not only the political supervision of Soviet military 
leaders but, even more, to instil the greatest possible degree of cruelty into the fighting and to 
give it a character completely at variance with the traditional conceptions of soldierly 
behaviour. These same commissars were the men primarily responsible for the fighting 
methods and treatment of prisoners which clashed so blatantly with the provisions of the 

Hague Convention on land warfare. 

Whatever one might feel about the status of commissars in international law, however, it 
inevitably went against the grain of any soldier to shoot them down when they had been 
captured in battle. An order like the Kommissarbefehl was utterly unsoldierly. To have carried 
it out would have threatened not only the honour of our fighting troops but also their morale. 

Consequently I had no alternative but to inform my superiors that the Commissar Order 
would not be implemented by anyone under my command. My subordinate commanders were 
entirely at one with me in this, and everyone in the corps area acted accordingly. I need hardly 
add that my military superiors endorsed my attitude. It was only very much later, however, 
that all the efforts to get the Commissar Order rescinded were ultimately successful - when it 
had become clear, namely, that the order simply incited the commissars to resort to the most 
brutal methods to make their units fight on to the end. 

[The fact that the rest of the army probably shared my view became apparent when I took 
command of Eleventh Army. The Commissar Order had not been carried out there either. The 
few commissars who were shot in spite of this had not been captured in action but picked up 

in the rear areas and sentenced as either the leaders or organizers of partisans' groups. Their 
cases were handled in accordance with military law. Author] 

At 1300 hours on 21st June our H.Q. was notified that the offensive would begin at 0300 the 

following morning. The die was cast. 

Because of the restricted space allotted to my corps in the forest area north of the Memel it 
was only possible to use 8 Panzer Division and 290 Infantry Division in the assault on the 
enemy frontier positions, which had been found to be occupied. For the time being 3 
Motorized Infantry Division was kept south of the river. 

In the immediate vicinity of the frontier we initially met with only weak resistance, probably 

from forward defended localities. Very soon, however, a hold-up was caused by a well- 
prepared pill-box system that was overcome only after 8 Panzer Division had broken through 
the enemy fortifications north of the Memel around noon. 

On this very first day the Soviet Command showed its true face. Our troops came across a 
German patrol which had been cut off by the enemy earlier on. All its members were dead 
and gruesomely mutilated. My A.D.C. and I, who often had to pass through sectors of the 
front that had not been cleared of the enemy, agreed that we would never let an adversary like 
this capture us alive. Later on there were more than enough cases where Soviet soldiers, after 
throwing up their hands as if to surrender, reached for their arms as soon as our infantry came 
near enough, or where Soviet wounded feigned death and then fired on our troops when their 

backs were turned. 

It was our general impression that while those of the enemy in front-line areas were in no way 
surprised by our attack, the Soviet military command had probably not been expecting it - or 
not for a while, anyway - and for that reason never got as far as committing its powerful 

reserves in any co-ordinated form. 

There has been a great deal of argument as to whether the Soviet troop dispositions were 
actually defensive or offensive in character. If one went by the strength of the forces 
assembled in the western parts of the Soviet Union and the powerful concentration of armour 
in the Bialystok area and around Lwow, it was possible to contend - as Hitler did in support of 
his decision to attack - that sooner or later the Soviet Union would take the offensive. On the 
other hand, the layout of the Soviet forces on 22nd June 1941 did not indicate any immediate 
intention of aggression on the part of the Soviet Union. 

I think it would be nearest the truth to describe the Soviet dispositions - to which the 
occupation of eastern Poland, Bessarabia and the Baltic territories had already contributed 
very strong forces - as a 'deployment against every contingency'. On 22nd June 1941, 
undoubtedly, the Soviet Union's forces were still strung out in such depth that they could then 
have been used only in a defensive role. Yet the pattern could have been switched in no time 
to meet any change in Germany's political or military situation. With a minimum of delay the 
Red Army - each of whose army groups was numerically, if not qualitatively, superior to the 
German army group facing it — could have closed up and become capable of going over to 
the attack. Thus the Soviet dispositions did in fact constitute a latent threat, even though they 
remained formally defensive up to 22nd June. The moment the Soviet Union had been offered 
a favourable opportunity - military or political - it could have become a direct menace to the 


Certainly Stalin would have preferred to avoid a clash with the Reich in summer 1941. But 
had international developments sooner or later led the Soviet leadership to believe that it 

could resort to political pressure, or even to the threat of military intervention against 
Germany, its provisionally defensive deployment could swiftly have taken on an offensive 
character. It was, precisely as I have said, a 'deployment against every contingency'. 

And now let us return to 56 Corps. 

If the corps were to fulfil its task of seizing the Dvinsk crossings intact, it had to concentrate 
on two things. On the very first day it had to thrust 50 miles into enemy territory in order to 
capture the crossing over the Dubissa at Airogola. I knew the Dubissa sector from World War 
I. What we should find there was a deep, ravined valley whose slopes no tank could negotiate. 
In the First War our railway engineers had laboured there for months on end to span the gap 
with a masterly construction of timber. If the enemy now succeeded in blowing up the big 
road viaduct at Airogola, the corps would be hopelessly stuck and the enemy would have time 
on the steep far bank of the river to organize a defence which would in any case be extremely 
difficult to penetrate. That we could thereafter no longer expect to make a surprise descent on 
the Dvinsk bridges was perfectly obvious. The Airogola crossing was indispensable to us as a 


Excessive though Corps H.Q.'s requirements may appear to have been, 8 Panzer Division 
(General Brandenberger), with which I spent most of the day, still fulfilled its task. After 
breaking through the frontier positions and over-running all enemy resistance further back, it 
seized the Airologa crossing with a reconnaissance force by the evening of 22nd June. 290 
Division followed, marching at record speed; and 3 Motorized Infantry Division, which had 
started moving over the Memel at noon, was directed towards a crossing south of Airogola. 

The first step had succeeded. 

The second condition for success at Dvinsk was that the corps should push straight through to 
that town regardless of whether the formations on its flanks kept abreast or not. The capture of 
those precious bridges depended entirely on our being able to take the enemy there 
completely by surprise. Naturally we were fully aware that this course of action involved 

considerable risks. 

As it turned out - and as we had hoped — the corps had the good fortune to strike a weak 
patch in the enemy's defences. Despite repeated enemy counter-attacks, some of which 
entailed hard fighting, the divisions were able to break this resistance relatively quickly. 

While on our left 41 Panzer Corps was temporarily held up by a strong enemy grouping dug 
in around Siauliai (Schaulen), and on our right the left wing of Sixteenth Army was fighting 
for Kovno, 56 Panzer Corps actually reached the Dvinsk highway by 24th June in the area of 

Wilkomierz. Already 105 miles deep into enemy territory, it had not only outdistanced the 
German formations on either flank, but had also left the Soviet forces in the frontier zone far 
behind it. Now there were a bare 80 miles to go to reach the coveted bridges at Dvinsk. But 
could we maintain the pace? The enemy was certain to throw in fresh reserves against us. At 
any moment, moreover, he was liable - at any rate temporarily - to patch up the breach behind 
us and cut off our supplies. But in spite of warnings from Panzer Group H.Q., we had no 

intention of letting the Goddess of Fortune elude us as a result of over-cautiousness on our 
part. Though 290 Infantry Division had naturally been unable to keep up with the rest of the 

corps, the fact that it was following in our train gave us a certain safeguard - particularly as it 
had already drawn the attention of strong enemy forces that would otherwise have attacked us 

in the rear. Meanwhile Corps H.Q. and the two mobile divisions - 8 Panzer moving up the 
highway and 3 Motorized Division, with rather more difficulty, along by-ways to the south of 
this - were striking out for the victory prize of Dvinsk. Both divisions were able to smash the 
enemy reserves thrown in to meet them. In these battles, some of which were extremely 
fierce, the enemy lost seventy tanks (about half the strength of our own armour) and 
numerous batteries. At this stage we had hardly the time or the men to spare for rounding up 


Early on 26th June 8 Panzer Division was outside Dvinsk, and at 0800 hours I was handed a 
report at its divisional headquarters that our dash to capture the two big bridges had 
succeeded. Fighting was still going on in the town on the far side of the river, but the big 
roadbridge had fallen into our hands completely intact. The sentries detailed to set off the 
demolition charges had been overrun a few yards from the entrance. The railway bridge had 
been only slightly damaged by a small explosion and was still fit for use. The following day 3 
Motorized Infantry Division pulled off a surprise crossing of the river upstream from the 

town. Our aim was achieved! 

Before the offensive started I had been asked how long we thought we should take to reach 
Dvinsk, assuming that it was possible to do so. My answer had been that if it could not be 
done inside four days, we could hardly count on capturing the crossings intact. And now, 
exactly four days and five hours after zero hour, we had actually completed, as the crow flies, 
a non-stop dash through 200 miles of enemy territory. We had brought it off only because the 
name of Dvinsk had been foremost in the mind of every officer and man, and because we had 
been ready to face heavy risks to reach our appointed goal. It gave us a tremendous feeling of 
achievement to drive over the big bridges into the town, despite the fact that the enemy had 
set most of it on fire before pulling out. It was an added satisfaction to know that we had not 

had to pay too high a price. 

Naturally the corps' position - if only on the northern bank of the Dvina - was anything but 
secure. 41 Panzer Corps and the left wing of Sixteenth Army lay from 60 to 100 miles behind 

us. Between them and ourselves were several Soviet army corps, now withdrawing to the 
Dvina. Not only must we expect the enemy to do everything in his power to assail us on the 
northern bank: we also had to cover ourselves on the southern bank against those enemy 
formations approaching from the south. The precariousness of our position became further 
apparent when the Corps Q Branch was attacked from the rear in a wood not far from my own 

tactical headquarters. 

However, we were less exercised by our present rather isolated position, which would not 
continue indefinitely, than by the problem of what the next move should be. Was the objective 
to be Leningrad, or should we turn towards Moscow? The Panzer Group Commander, who 

flew over to see us in a Fieseler Storch on 27th June, could tell us nothing. One might 
reasonably have expected the commander of a whole Panzer Group to be in the picture about 
future objectives, but this was obviously not the case. Instead, our enthusiasm was damped by 

an order to widen the bridgehead around Dvinsk and keep the crossings open. We were to 
wait for 41 Panzer Corps and the left wing of Sixteenth Army to move up, the former having 

been directed to cross the river at Jakobstadt. 

While this was certainly the 'safe', staff-college solution, we had had other ideas. As we saw 
it, our sudden appearance so far behind the front must have caused considerable confusion 

among the enemy. He would obviously make every attempt to throw us back across the river, 
fetching in troops from any quarter to do so. The sooner we pushed on, therefore, the less 
chance he would have of offering us any systematic opposition with superior forces. If we 

drove on towards Pskov - while, of course, continuing to safeguard the Dvina crossings - and 
if, at the same time, Panzer Group H.Q. pushed the other panzer corps straight through Dvinsk 

behind us, it seemed likely that the enemy would have to keep on opposing us with whatever 
forces he happened to have on hand at the moment, and be incapable for the time being of 

fighting a set battle. As for the beaten enemy forces south of the Dvina, these could be left to 

the infantry armies coming up behind. 

It goes without saying that the further a single panzer corps - or indeed the entire panzer group 
— ventured into the depths of the Russian hinterland, the greater the hazards became. Against 

this it may be said that the safety of a tank formation operating in the enemy's rear largely 
depends on its ability to keep moving. Once it comes to a halt it will immediately be assailed 

from all sides by the enemy's reserves. 

But the Supreme Command did not share our view, and for this it certainly cannot be blamed. 
We should, after all, have been tempting Fortune more than somewhat had we tried to hold on 
to her coat-sleeve any longer, for there was always the possibility from now on that she would 
lead us over a precipice. And so, for the immediate future, the goal of Leningrad receded into 

the distance as far as we were concerned, leaving us to mark time at Dvinsk. As we had 
anticipated, the enemy was now moving up reinforcements - not only from Pskov, but from 

Minsk and Moscow as well. Before long we were having our work cut out to beat off the 
attacks he launched on the northern bank of the Dvina with an armoured division in support, 
and at a number of points the position became quite critical. In the course of a counter-attack 
made by 3 Panzer Division to recover some temporarily abandoned ground, our troops found 
the bodies of three officers and thirty men who had lain wounded in a field dressing-station 
captured by the enemy the previous day. Their mutilations were indescribable. 

In the next few days the Soviet Air Force did everything possible to destroy the bridges which 
had been allowed to fall into our hands. With an almost mulish obstinacy one squadron after 
another flew in at treetop level, only to be shot down by our fighters or Flak. On one day 
alone they lost sixty-four aircraft in this way. 

Finally, on 2nd July, we were able to move off again, after the SS Death's Head Division had 
joined the corps as its third mobile formation and 41 Panzer Corps had crossed the Dvina at 


For its further advance Fourth Panzer Group had been allotted the axis Rezekne-Ostrov- 
Pskov. So Leningrad now beckoned, after all! 

Nevertheless, six days had elapsed since the corps' surprise dash to Dvinsk. The enemy had 
had time to recover from the shock it must have given him to be suddenly confronted by 
German units on the northern bank of the Dvina. 

A tank drive such as 56 Panzer Corps made to Dvinsk inevitably generates confusion and 
panic in the enemy communications zone; it ruptures the enemy's chain of command and 
makes it virtually impossible for him to co-ordinate his counter-measures. These advantages 

had now been waived as a result of Fourth Panzer Group's decision — however commendable 
its motives - to consolidate on the Dvina. Whether we should now be fortunate enough fully 
to regain that lead over the enemy was doubtful, to say the least. Certainly the only chance of 
doing so lay in the Panzer Group's being able to bring its forces into action as an integrated 
whole. As will be seen, however, this is precisely what it failed to do, even though the 
enemy's resistance remained insufficient to halt the advance. 

To begin with, however, the Panzer Group moved off uniformly enough from the line 
Dvinsk — Jakobstadt in the direction of Pskov, 56 Panzer Corps proceeding along and to the 
east of the main road Dvinsk-Rezekne-Ostrov-Pskov and 41 Panzer Corps to its left. The 
enemy's resistance proved tougher and more methodical than in the first few days of the 
campaign, but he was still being outfought over and over again. 

The Panzer Group was now approaching the Stalin Line, a fortification which ran, in varying 
strength, along the original Soviet frontier from the southern extremity of Lake Peipus west of 
Pskov to what had once been the small Russian frontier fortress of Zebash. 

At this stage Panzer Group H.Q. allocated the main road to 41 Panzer Corps to continue 
advancing on Ostrov, and swung 56 Panzer Corps hard east towards Zebash and Opochka. 
The intention was that we should break through the Stalin Line and outflank from the east a 
strong force of enemy armour believed to be based on Pskov. It was an excellent scheme if 
the force really existed and 56 Panzer Corps were able to execute the manoeuvre with any 
speed. In our opinion, however, the former was not the case and the latter was not feasible, 
since in the direction it had been ordered to take, the corps had to negotiate extensive swamps 
lying forward of the Stalin Line. Our strong representations that both corps should be kept on 
the original line of advance towards Ostrov proved of no avail, and I regret to say that our 
misgivings regarding the swamps turned out to be fully justified. 

8 Panzer Division did strike a timbered roadway leading across the swamps, but this was 
already completely blocked by the vehicles of a Soviet motorized division. It took days to 
clear the route and replace the blown bridges. When the division finally emerged from the 
swamps it ran into strong opposition which was broken only after relatively heavy fighting. 

3 Motorized Division found only a narrow causeway, on which its vehicles could make no 
progress whatever. It had to be pulled out again and sent on to Ostrov behind 41 Panzer 


Better ground - though it included a strong line of concrete fortifications - was struck by the 
SS Death's Head Division in its advance on Zebash. And now there emerged a weakness 
which was bound to be inherent in troops whose officers and N.C.O.s lacked solid training 
and proper experience. As far as its discipline and soldierly bearing went, the division in 
question undoubtedly made a good impression. I had even had reason to praise its extremely 
good march discipline - an important requirement for the efficient movement of motorized 
formations. The division always showed great dash in the assault and was steadfast in 
defence. I had it under my command on frequent occasions later on and think it was probably 
the best Waffen SS division I ever came across. Its commander in those days was a brave man 

who was soon wounded and later killed. 

None of these things, however, could compensate for deficient training in leadership. The 
division suffered excessive losses because its troops did not learn until they got into action 

what army units had mastered long ago. Their losses and lack of experience led them in turn 
to miss favourable opportunities, and this again caused unnecessary actions to be fought. I 
doubt if there is anything harder to learn than gauging the moment when a slackening of the 
enemy's resistance offers the attacker his decisive chance. The upshot of all this was that I 
repeatedly had to come to the division's assistance, without even then being able to prevent a 
sharp rise in casualties. After a matter of ten days the three regiments of the division had to be 

regrouped to form two new ones. 

Yet, bravely as the Waffen SS divisions always fought, and fine though their achievements 
may have been, there is not the least doubt that it was an inexcusable mistake to set them up 
as a separate military organization. Hand-picked replacements who could have filled the posts 
of N.C.O.s in the army were expended on a quite inadmissible scale in the Waffen SS, which 
in general paid a toll of blood incommensurate with its actual gains. Naturally this cannot be 
laid at the door of the SS troops themselves. The blame for such unnecessary consumption of 
manpower must lie with the men who set up these special units for purely political motives, in 
the face of opposition from all the competent army authorities. 

In no circumstances must we forget, however, that the Waffen SS, like the good comrades 
they were, fought shoulder to shoulder with the army at the front and always showed 

themselves courageous and reliable. Without doubt a large proportion of them would have 
been only too glad to be withdrawn from the jurisdiction of a man like Himmler and 

incorporated into the army. 

Before returning to the fortunes of 56 Panzer Corps, I should like to give the reader a picture 
of how the command staff of a tank formation had to work during the last war. 

As late as the Battle of St. Privat-Gravelotte, in the War of 1870-71, my grandfather 
assembled his staff on a hill from which he commanded a view of the entire battlefield and 
could personally direct the operations of his army corps. He was even able to ride over to the 
regiments as they deployed for the assault and, so the story goes, addressed some pretty harsh 
words to one battery for unlimbering too far from the enemy. 

Such scenes are naturally a thing of the past. The staffs of World War I were forced further 
and further to the rear as the range of enemy artillery fire increased, and the breadth of the 

fronts rendered visual survey and personal command on the battlefield a sheer impossibility. 

Efficient telephone links were the decisive thing from then on, and Schlieffen's picture of the 
Supreme War Lord who sat behind his desk issuing stirring orders over the telephone duly 

became a reality. 

World War II in its turn called for other methods of command, especially in the case of highly 
mobile formations. In the case of the latter, situations changed so rapidly, and favourable 
opportunities came and went so fast, that no tank-force commander could afford to bind 
himself to a command post any great distance to the rear. If he waited too far back for reports 

from his forward units, decisions would be taken much too late and all kinds of chances 
would be missed. Often, too, when a successful action had just been fought, it was necessary 
to counteract the only too natural phenomenon of battle fatigue and to instil new life into the 


It was even more vital, in view of the unprecedented demands which our new war of 
movement made on the energies of officers and men, that higher commanders should show 

themselves as often as possible to the front-line troops. The ordinary soldier must never have 
the feeling that the 'top brass' are busy concocting orders somewhere to the rear without 
knowing what it looks like out in front. It gives him a certain satisfaction to see the 
Commanding General in the thick of it once in a while or watching a successful attack go in. 
Only by being up with the fighting troops day in and day out can one get to know their needs, 
listen to their worries and be of assistance to them. A senior commander must not only be the 
man who perpetually has demands to make in the accomplishment of his mission; he must be 
an ally and a comrade as well. Quite apart from anything else, he himself derives fresh energy 
from these visits to the fighting troops. Many's the time, when visiting a divisional 
headquarters, that I have heard anxieties voiced about the diminishing battle morale of the 
fighting troops and the excessive strain to which they were often unavoidably subjected. Such 
worries inevitably preoccupied commanders more and more as time went on, for it was they 
who ultimately bore the responsibility for the regiments and battalions. Yet once I had gone 
forward to the troops in the line, I was often overjoyed to find them more confident and 

optimistic than I had been led to expect - not infrequently because they had fought a 
successful action in the meantime. And then, as I smoked a cigarette with a tank crew or 
chatted with a rifle company about the overall situation, I never failed to encounter that 
irrepressible urge to press onward, that readiness to put forth the very last ounce of energy, 
which are the hallmarks of the German soldier. Experiences like this are among the finest 
things a senior commander can ask for. The higher one rises, unfortunately, the rarer they 
become. An army or army group commander is quite unable to mix in with the fighting troops 
to the same extent as the general commanding a corps. 

Even the corps commander, of course, cannot be permanently on the road. A man who is 
constantly rushing around his forward areas, and can never be found when required, virtually 
hands over his command to his staff. This may be quite a good thing in many cases, but it is 

still not the role for which he was intended. 

Everything ultimately hinges - particularly with highly mobile formations — on a rational 
organization of command duties, the continuity of which must be maintained at all costs. 

It was indispensable that the Corps Q branch should usually remain stationary for several days 

at a time in order to keep the flow of supplies moving. The Commanding General and his 
operations branch, on the other hand, had to move their tactical headquarters forward once or 
even twice a day if they were to keep in touch with the mechanized divisions. This called for a 
high degree of mobility on the part of the headquarters. The only way to achieve it was to cut 
the tactical staff to a minimum - always a salutary measure where command is concerned - 
and to do without any of the usual comforts. Needless to say, the patron saint of Red Tape, 
who, apart from her other activities, I fear, likes to tag along behind armies in the field, used 
to have a pretty thin time when we were operating under conditions of this kind. 

We did not waste time looking for accommodation. In France castles and mansions had been 
ours for the asking. The small wooden huts of the east held little appeal, particularly in view 
of the ubiquity of certain 'domestic pets'. Consequently our tactical headquarters lived almost 

the whole time in tents and the two command wagons which, together with a few wartime 
Volkswagen and the vehicles of the wireless section and telephone exchange, carried our other 

ranks when we changed location. I myself slept in a sleeping-bag in the small tent I shared 
with my A.D.C., and do not remember having used a proper bed more than three times 
throughout this panzer drive. The one man with any objection to living under canvas was our 
senior military assistant, who preferred to sleep in his car. Unfortunately he had to leave his 

long legs sticking out through the door, with the result that he could never get his wet boots 

off after a rainy night. 

We always used to pitch our little camp in a wood or a copse near the main axis of advance - 
if possible by a lake or stream so that we could take a quick plunge before breakfast or 
whenever we came back caked with dust and grime from a trip to the front. 

While the Chief-of-Staff naturally had to stay behind the command post to deal with the work 

and telephone calls, I spent the days, and often part of the nights, out on the road. I usually left 
early in the morning, after receiving the dawn situation reports and issuing any orders that 

were necessary, to visit divisions and forward troops. At noon I would return to the command 
post for a while and then go out to visit another division, for as often as not it is just around 
eventide that success beckons or a fresh impetus is needed. By the time we returned to our 

tented camp, which would meanwhile have been shifted to a new location, we were dead tired 
and as black as sweeps. On such occasions it was a special treat to find that, thanks to the 

forethought of Major Niemann, my second assistant, we were to have a roast chicken or even 

a bottle of wine from his own small stock instead of the usual evening fare of rye bread, 
smoked sausage and margarine. I am afraid that however far forward we were, chickens and 
geese were very hard to come by, having as a rule been snapped up by other fanciers before 
we appeared on the scene. When, with the onset of the early autumn rains, it became rather 
too chilly to sit in the tents, we found it both pleasant and refreshing to use the sauna baths 
which, however primitive in form, were to be found on almost every farmstead. 

Such flexible leadership on my part was, of course, possible only because I was able to take a 
wireless vehicle along with me on these trips under our excellent signals officer Kohler, who 
later became a General Staff major. Thanks to the admirable speed with which he could raise 
our tactical staff or any divisional headquarters on the air, I was kept continuously informed 
of the situation throughout the corps sector, and decisions taken by me on the spot could be 
passed back with the minimum of delay. I might add that during my imprisonment after the 
war Kohler proved a most unselfish friend and helper to my wife. 

Apart from my faithful drivers Nagel and Schumann and two out-riders, my constant 
companion on these trips was my A.D.C., Lieutenant Specht. We called him 'Pepo' because of 
his short, wiry figure and his youthful freshness and happy-go-lucky nature. He was a young 
cavalry officer of the best type. Brisk, vigorous, somewhat irresponsible where danger was 
concerned, shrewd and quick on the uptake, he was always cheerful and slightly saucy. All 
these qualities had endeared him to me. He rode brilliantly (his father was a keen horse- 
breeder, his mother a first-class horsewoman) and had won several big events as a newly 
commissioned officer just before the war. He was game for anything, and would have liked 
nothing better than to take his Commanding General out on skirmishing patrols. As long as 
we belonged to a panzer corps and could be daily at the scene of action, Pepo was content 
with me and his lot, but when I became an army commander and could no longer be up at the 
front so often, he began to champ at the bit. It was a very proper attitude for a young officer, 
and I gave him his head on a number of occasions. In the Crimea he twice led a 
reconnaissance squadron with great skill and dash. When we were in front of Leningrad I 
again sent him to a division, but this time he crashed while on his way there in a Fieseler 

Storch. The loss was a heavy blow to me. 

Now let us return to 56 Panzer Corps. By 9th July it had become clear that Fourth Panzer 
Group's attempt to outflank the enemy forces it believed to be at Pskov by sending our corps 

round to the east had no hope of success on account of the marshiness of the ground and the 
strength of the enemy's resistance. There was nothing for it but to discontinue the manoeuvre 

and re-direct Corps H.Q. and 8 Panzer Division on to the original northern axis towards 
Ostrov, as had already been done with 3 Motorized Infantry Division. Still, since moving off 
from Dvinsk the corps had - according to intelligence reports available on 10th July-smashed 

four or five of the enemy's infantry divisions, one armoured division and one motorized 
division - forces far superior to its own numerically. Apart from the thousands of prisoners we 
had taken, our booty since crossing the Reich frontiers included sixty aircraft, 316 guns 
(including anti-tank and anti-aircraft), 205 tanks and 600 lorries. But the enemy, though 
pushed back to the east, was still not destroyed - as was very soon to become apparent. 

Now that the Panzer Group was concentrated around Ostrov, we at 56 Panzer Corps hoped for 
a rapid, direct and uniform advance on Leningrad, with ourselves passing through Luga and 
41 Panzer Corps through Pskov. In our view this offered the best chance not only of effecting 

the quick capture of the city but also of cutting off the enemy forces retreating through 
Livonia into Estonia before our Eighteenth Army. The task of safeguarding this operation on 
its open eastern flank would have had to devolve on Sixteenth Army as it moved up behind 

Fourth Panzer Group. 

Presumably acting on directives from the highest level, however, Panzer Group H.Q. decided 


4 1 Panzer Corps was allotted the main road through Luga along which to advance on 
Leningrad. 56 Panzer Corps, once again pulling out to the east, was to advance through 
Porkhov and Novgorod to Chudovo in order to break communications between Leningrad and 

Moscow at the earliest possible date. 

Important though the latter task was, these orders must once again have led to the two corps 

becoming widely dispersed, as a result of which each was liable to be deprived of the 
necessary striking power. The danger was increased by the fact that much of the country to be 
crossed this side of Leningrad was marshy or wooded and hardly suitable for large armoured 


A particularly regrettable step was the removal from 56 Panzer Corps of the SS Death's Head 
Division, which had meanwhile been relieved in the Zebesh-Opochka area by 290 Infantry 
Division. The SS Division was now retained south of Ostrov as the Panzer Group reserve. 
Thus, as had previously happened when we set off from the German frontier, the Panzer 
Group's main effort was again placed on its left wing - 41 Panzer Corps. 56 Panzer Corps was 
dispatched on its wide sweep round to Chudovo with only one armoured and one infantry 

division, thereby being denied the essential protection of its open south flank by the SS 
division following along in echelon on the right. It was a particularly risky move when one 
considered that even though the enemy forces engaged by the corps to date had been 
outfought, they were far from annihilated. 

Be that as it may, we were still convinced that the corps would continue to find its safety in 

speed of movement. 

3 Motorized Division, which only came back under command at Ostrov, had already taken 
Porkhov on 10th July after a hard struggle and was put on a minor road leading north. 8 

Panzer Division was to drive through Zoltsy to seize the vital crossing point where the 

Mshaga ran into Lake Ilmen. 

In a series of battles, most of them fierce ones, the advance was kept going for the next few 
days. Except for one attack on the corps command post on the north bank of the Shelon river 
in the early hours of 14th July - apparently carried out by enemy reconnaissance forces- the 
enemy had so far not made his presence felt on our open flank in the south. That same day, at 
my insistence, 8 Panzer Division, which had taken Zoltsy after a battle against an enemy well 
equipped with artillery and armour, pushed on to the Mshaga sector. It found the bridge 

already blown. 

Meanwhile Panzer Group H.Q. had transferred the main effort of its advance even further 
west of the Luga road. It had moved 41 Panzer Corps' three mechanized formations 
northwards to bar the way to the enemy forces retiring through Narva, north of Lake Peipus, 
before Eighteenth Army. Only one infantry division of the corps (the 269th) had been left on 

the road to Luga. 

Thus 56 Panzer Corps suddenly found itself even more isolated than before in its wide swing 
towards Chudovo. Accordingly we got on to Panzer Corps H.Q. to point out that if we were to 
carry out the Chudovo assignment our corps must have the immediate support both of the SS 
Death's Head Division and also of Sixteenth Army's 1 Corps, which was relatively close 


Before this appeal could be answered, however, 56 Panzer Corps was already in trouble. Early 
on 15th July we received a number of most unpleasant reports at the corps command post on 
the Shelon, west of Zoltsy. The enemy had launched a powerful attack from the north into the 
flank of 8 Panzer Division, now strung out to the Mshaga, and simultaneously driven up from 
the south over the Shelon. This meant that the bulk of 8 Panzer Division's fighting troops, 
who were located between Zoltsy and the Mshaga, were cut off from the division's rear 
echelons, in whose area corps H.Q. was located. But that was not all. The enemy had closed 
the trap behind ourselves, too, by pushing up strong forces from the south to straddle our 
supply route. At the same time 3 Motorized Division, advancing further northwards, found 
itself being attacked by superior enemy forces from the north and north-east at Maly 


It was obviously the enemy's intention to encircle 56 Panzer Corps while it was isolated. The 
failure to echelon the SS Death's Head Division along our rear right flank had enabled him to 
attack across the Shelon with those of his forces which lay south of us. At the same time the 
removal of 41 Panzer Corps from the Luga road had released the strong enemy forces there, 
and these were now attacking our northern flank. 

Our corps' position at that moment was hardly an enviable one, and we could not help 
wondering whether we had taken rather too great a risk this time. Had we been carried away 

by our previous successes to the extent of paying insufficient heed to the enemy on our 
southern flank? Yet what other chance should we had have of carrying out our mission? As 
matters stood, the only course open to us was to pull 8 Panzer Division back through Zoltsy to 
escape the encirclement that now threatened. 3 Motorized Division had to be disengaged at 
the same time to give the corps back its freedom of movement. The next few days proved 
critical, with the enemy straining every nerve to keep up his encirclement and throwing in, 
besides his rifle divisions, two armoured divisions enjoying strong artillery and air support. 8 

Panzer Division nevertheless managed to break through Zoltsy to the west and re-group, 

despite having to be temporarily supplied from the air. Before completing its own 
disengagement, 3 Motorized Division had to beat off seventeen successive attacks. In the 
meantime, after Panzer Group H.Q. had put the SS Death's Head Division under our 
command, it was possible for us to clear the corps supply route. 

By 1 8th July the crisis was as good as over, the corps being by then firmly established around 
Dno on a front facing roughly east by north-east. The earlier danger on our open flank in the 
south was removed by the proximity of Sixteenth Army's 1 Corps, which was now drawing 

near Dno. 

One consolation was afforded us by the capture from a courier aircraft of a letter bearing the 

signature of Marshal Voroshilov, whom I had met in Moscow in 1931 and who now 
commanded the 'front' opposite us. This not only confirmed that very substantial elements of 
the Soviet armies had been wiped out, but in the same connexion referred specifically to the 

battles around Zoltsy. 

As long as we had been surrounded, our only links with the rear had been at best by wireless 
or aircraft. The very moment our lines of communication were restored, however, the usual 
plethora of paper descended on us. One item deserving special mention was an ominous 
inquiry telegraphed through from the Supreme Command. Moscow radio, in somewhat 
premature celebration of our corps' encirclement, had reported the capture of certain top- 
secret data on our multiple rocket-launcher. The Soviets had obviously taken an intense 
dislike to this new weapon, with which we were able to fire missiles of flaming oil. Already 
the Soviet Army facing us had wirelessed a warning en clair that if we did not stop using it 
they would retaliate with gas - an empty threat, of course, in view of the complete inadequacy 

of their own chemical warfare defences. In these circumstances it was understandable that 
they should make such a song and dance about the capture of this information. Now we were 
being called upon to explain how a top-secret document could possibly fall into enemy hands. 
Obviously it had not been taken from the fighting troops, but from a transport column 
intercepted by the Soviets when they cut our supply route. This sort of thing was liable to 
happen to any armoured formation operating far ahead of its own army front. In response to 
the Supreme Command's inquiry we duly reported the facts of the case, adding that to avoid 
any further censure we would henceforth refrain from cruising around on our own some 60 

miles behind the enemy lines. 

On 19th July we had been informed by Panzer Group H.Q. that it now planned to send 56 
Panzer Corps through Luga to Leningrad. 269 Infantry Division, which was assembled on the 

Luga road, had already been placed under our command. We still had no success with our 
proposal that the forces of the Panzer Group be at long last concentrated for concerted action - 

preferably up north with 41 Panzer Corps east of Narva (where there were four serviceable 
roads to Leningrad) rather than along the Luga axis, which ran through extensive woodlands. 

For the rest, we were first to launch an attack eastwards with 1 Corps against the Mshaga 
sector, which we had already reached once before. Apparently the Supreme Command was 
still sticking to its plan for a wide outflanking movement and was even prepared to go round 
to the east of Lake Ilmen. For the time being, therefore, we and 1 Corps were involved in 
fresh battles, in the course of which the enemy was thrown back across the Mshaga. 

On 20th July we had a visit from the Oberquartiermeister I of O.K.H., General Paulus. I put 
him in the picture about the battles we had fought to date and pointed out how run-down our 
Panzer Corps had become in country which was most unsuitable for the use of armoured 
troops. I also drew his attention to the disadvantages of scattering the Panzer Group's 
resources. The losses of our corps' three mobile divisions already amounted to 6,000 men, and 
both the troops and equipment were being subjected to excessive strain, even though 8 Panzer 
Division had been able, during a few days' rest, to bring the number of its serviceable tanks 

back from eighty up to the 150 mark. 

I told Paulus that in my opinion the best thing to do would be to withdraw the entire Panzer 
Group from an area where a rapid advance was almost out of the question and to use it against 

Moscow. If, on the other hand, the idea of driving on Leningrad and executing a wide 
encircling movement through Chudovo were to be maintained, it was essential that infantry be 
made available. Once the wooded zone had been cleared, our own corps must be saved for the 
final thrust on the city, otherwise the mobile divisions would reach Leningrad in no fit state 
for fighting. In any case, I pointed out, such an operation would take time. If we wanted to 
gain swift possession of Leningrad and the coastline, the only thing to do was to concentrate 
the whole Panzer Group up north in the area east of Narva, whence it could drive straight for 

the city. 

General Paulus entirely agreed with my views. 

Initially, however, things turned out quite differently. While Sixteenth Army, consisting of 1 
Corps and another corps which had just arrived, took over the Mshaga front west of Lake 
Ilmen, it was decided, after all, that 56 Panzer Corps should now carry out the thrust on 
Leningrad up the route through Luga. For this purpose we were allotted 3 Motorized Infantry 
Division, 269 Infantry Division and the newly-arrived SS Police Division. 

This had the effect of dispersing the Panzer Group's mechanized forces further than ever. The 

SS Death's Head Division remained with Sixteenth Army by Lake Ilmen, and 8 Panzer 
Division was taken into reserve by the Panzer Group to be initially employed on clearing the 
communications zone of partisans - a role for which it was not only far too valuable but also 
quite unsuitable. The corps now had only one mobile division (3 Motorized) in the Luga area, 

while 41 Panzer Corps' own three were in action east of Narva. The maxim established by 
Colonel-General Guderian on the use of armour was 'klotzen, nicht kleckern — 'Don't spatter: 
Boot 'em!' In our own case the very opposite course seemed to have been taken. All our 
efforts to retain the three mobile divisions irrespective of which way our corps was sent 
proved unsuccessful. Experience has long shown that when forces run short, only very few 
commanders manage to maintain a tidy order of battle and avoid splitting their formations. 

It would take up too much space here if I were to describe the battles around Luga. They 
proved very tough indeed. While the enemy had had only a very modest number of troops 
available in this area a few weeks previously, he had now brought his strength up to a full 
corps of three divisions supported by strong artillery and armour. To cap this, the country 
around Luga was a Russian training area with which, of course, the enemy was intimately 
acquainted, and in addition, he had had time to dig himself in properly. 

While these battles were still in progress, our corps was given a new task. At long last it was 
to join up with 41 Panzer Corps in the north for the assault on Leningrad. Even now, however, 

only Corps H.Q. and 3 Motorized Division were involved: 8 Panzer and the SS Death's Head 

Division were to continue in their present role. 

On 15th August we handed over at Luga to H.Q. 50 Corps under General Lindemann, an old 

friend of mine from World War I days, and began moving north. The route to our new 
command post on Lake Samro, 25 miles south-west of Narva, was so bad that we took eight 
hours to travel a distance of 125 miles. We had hardly reached Lake Samro late that evening 
when a telephone call was received from Panzer Group H.Q. ordering us to halt 3 Motorized 

Division, which was coming up behind us, and to drive straight down south again next 
morning to report to H.Q. Sixteenth Army in Dno. We, together with 3 Motorized Division 
and the SS Death's Head Division, which was being pulled over from Lake Ilmen, were now 
to join that formation. No one will pretend that we were particularly pleased at these 
peregrinations. The one admirable exception was our quartermaster, Major Kleinschmidt, 
whose cheerful equanimity was quite undaunted by the news that he would have to swing his 
supply and transport arrangements round through an angle of 180 degrees. 

So, on 16th August, we moved back to Dno along the same dreadful route we had covered the 
day before. This time the distance was 160 miles, and we took thirteen hours to do it. Luckily, 
3 Motorized had not come too far north and could be turned round in good time, but what the 

troops thought of it all I do not care to imagine. 

The ultimate reason for the change was probably that our sum total of forces was inadequate 
and that the whole area between Leningrad, Pskov and Lake Ilmen was thoroughly unsuitable 

as tank country. 

The picture we were given on our arrival at H.Q. Sixteenth Army was the following: 10 
Corps, fighting on the right wing of the army south of Lake Ilmen, had been attacked and 
pushed back by far superior enemy forces (Thirty-Eighth Soviet Army, comprising eight 
divisions and cavalry formations). It was now fighting a difficult defensive battle south of 
Lake Ilmen on a front facing south, with the enemy obviously trying to outflank it in the west. 
56 Panzer Corps was to provide the urgently needed relief. 

MAP 9 

What our corps had to do - if possible without attracting the attention of the enemy - was to 
introduce its two mechanized divisions into his western flank east of Dno in order to roll up 
the front while he was busy attacking our own 1 0 Corps in the north. The task confronting us 
was a pretty one, and it was gratifying to see how pleased the SS were to come back under our 
command. It was only a pity that we could not get 8 Panzer Division released for such a 

worth-while operation. 

By 1 8th August the carefully concealed move of the two divisions into camouflaged assembly 
areas in the enemy's western flank had been successfully completed, and when the corps 
unleashed its attack early next day the enemy was obviously taken completely by surprise. 

Our plan to roll up the enemy front from the flank proved entirely successful, and in the 
engagements that followed we and 10 Corps, which had now returned to the attack, jointly 
succeeded in roundly defeating Thirty-Eighth Soviet Army. By 22nd August we had reached 
the Lovat south-east of Staraya Russa, despite the fact that in that sandy terrain, with its 
almost complete absence of roads, the infantry of the two motorized divisions had had to 
advance most of the way on foot. During those few days 56 Panzer Corps alone captured 

12,000 prisoners, 141 tanks, 246 guns and several hundred automatic weapons and motor 
vehicles. The booty included two extremely interesting items. One was a brand-new 8.8-cm. 
anti-aircraft battery of German manufacture from the year 1941. The other was the very first 

Soviet salvo gun to fall into German hands. As I was most anxious to have the latter 
evacuated, I was all the more indignant to find that it could not be moved because somebody 
had helped himself to the tyres! The offender proved to be none other than my second 
assistant, Major Niemann, who had discovered that these tyres fitted our own command 
wagon. He looked somewhat crestfallen when told to hand them back for reassembly. 

While the fighting troops, who once again had to exert themselves to the utmost, were 
enjoying a brief rest on the Lovat, there was talk of withdrawing 56 Panzer Corps for 
employment elsewhere, but then Sixteenth Army's eastward advance south of Lake Ilmen was 
resumed, after all. At the end of August, however, the first rains of that summer set in, turning 
every road into such a quagmire that for a while both motorized divisions were completely 
stuck. At the same time the enemy moved up new forces. In lieu of his beaten Thirty-Eighth 
Army three new armies appeared along the Kholm-Ilmen front opposite our own Sixteenth 
Army — the Twenty- Seventh, Thirty-Fourth and Eleventh, Fresh battles ensued, but to 
describe these in detail would take up too much space. 56 Panzer Corps forced a crossing over 

the Pola and pushed on to a point just short of Demyansk. Quite apart from the fact that 
enemy resistance was stiffening, the painful effort of advancing along roads several feet deep 
in mud imposed a particular strain on both men and equipment. During this period the whole 
of my time was spent out with my divisions, but even my sturdy Kubelwagen often had to be 
towed by a tractor to make any headway on those so-called roads. 

During this period even we came to feel the divergence between the aims pursued by Hitler 
(Leningrad) and O.K.H. (Moscow). The commander of Sixteenth Army, Colonel-General 
Busch, told me he intended to push east as far as the Valdai Heights so that he could later 
advance in the direction Kalinin-Moscow. It seemed that H.Q. Northern Army Group did not 
agree - principally because it was worried by the prospect of baring the army's eastern flank. 
While at the beginning of September, 57 Panzer Corps intervened in our operations from the 
area of Central Army Group in the south, we ourselves were told on 12th September that we 
would shortly be moved south with 3 Motorized Division to come under command of Ninth 
Army in Central Army Group. Even as a corps commander one could make neither head nor 

tail of all this chopping and changing, though I did form the impression that it was all 
ultimately due to the tug-of-war evidently going on between Hitler and O.K.H. over whether 
the strategic aim should be Moscow or Leningrad. 

At all events, the battles which Sixteenth Army fought in those weeks with 56 Panzer Corps 
taking part were continuously successful, and on 16th September O.K.W. was able to 
announce the defeat of substantial elements of the Eleventh, Twenty-Seventh and Thirty- 
Fourth Soviet Armies. Nine enemy divisions were considered to have been destroyed and nine 

more badly battered. 

We still failed to find any real satisfaction in these achievements, however, for no one was 
clear any longer what the actual aim of our strategy was or what higher purpose all these 
battles were supposed to serve. Whatever else might happen, the period of sensational 
advances of the kind we had made on Dvinsk was at an end. 

My days at the head of 56 Panzer Corps were now numbered. On the evening of 12th 
September, under a steady downpour of rain, I was sitting in my tent with one or two officers 

of my staff. Ever since it had begun to get dark early we had taken to playing bridge to while 
away the time until the evening situation reports came in. Suddenly the telephone rang at my 
elbow and I was asked to take a call from my friend Busch, the army commander. A 
telephone message at this late hour did not usually bode anything pleasant, but on this 
occasion Busch read me out an order that had come over the teleprinter from O.K.H. : 

'General of the Infantry v. Manstein will leave forthwith for Southern Army Group to assume 

command of Eleventh Army. ' 

Every soldier will sense how proud and happy I felt at the prospect of leading a whole army 
from now on. To me, at the time, this seemed the peak of my military career. 

Early next morning I took leave - only by telephone, unfortunately - of the divisions under my 
command and then bade farewell to my own staff. In doing so I had grateful memories of all 
that 56 Panzer Corps and its staff had achieved in the past months, when the headquarters and 
divisions had grown into a thoroughly integrated unit. 

Joyful though I was in taking over this new and bigger task, I was nevertheless fully aware 
that probably the most satisfying phase of my life as a soldier was now over. For three whole 
months I had lived close to the fighting troops, sharing not only their trials and tribulations, 
but also the pride of their successes. Time and again I had been able to derive fresh energy 
from the very fact of this common experience, from the cheerful devotion with which 
everyone went about his duty and from the intimacy of comradeship. From now on my 
position would prevent me from working among the troops to the extent I had done to date. 

It was unlikely that I should ever again live through anything comparable to the impetuous 
dash of 56 Panzer Corps in the first days of the campaign - the fulfilment of all a tank-force 
commander's dreams. I thus found the leave-taking extremely hard - most of all from my 
experienced Chief-of-Staff, Colonel Baron v. Elverfeldt, a cool, high-minded and never- 
failing counsellor. The same applied to my high-spirited and talented Chief of Operations, 
Major Detleffsen, the head of my Intelligence branch, Guido v. Kessel, and that indefatigable 
quartermaster, Major Kleinschmidt. Another of those I had to leave behind me was the head 
of my adjutant-general's branch, Major v. d. Marwitz, who had joined us only a few weeks 
previously and with whom I had close ties of friendship dating back to the days we had spent 
together in Pomerania and at the military academy. 

When I left on the morning of 13th September to take formal leave of my friend Busch, the 
only people I could take with me were my A.D.C., Specht, and my two drivers, Nagel and 

Schumann. Not one of them is alive today. 



IF I NOW attempt to describe the battles fought in the Crimea by Eleventh Army and its 
Rumanian fellow-combatants, my main reason for doing so is to commemorate my comrades 
of the Crimean Army. At the same time I should like to give the men who survived those 
battles a general account of the events of which they could have had only an incomplete 

picture at the time. 

These men put up a tremendous performance in the period 1941-2, fighting one battle after 
another against an adversary who almost invariably outnumbered them. In attack and pursuit 
their aggressive spirit was unparalleled; and when the situation appeared hopeless they would 

stand and fight unflinchingly. Often they may not have known what compelled us to make 
demands on them that seemed impossible to fulfil, or why they were flung from one action to 

another and from one front to the next. And yet they went to the very limit of endurance to 
carry out these demands, reciprocating the trust of those who led them. 

But Eleventh Army's campaign in the Crimea also deserves attention outside the immediate 
circle of its participants, for it is one of the few cases where an army was still able to operate 
independently in a segregated theatre of war, left to its own devices and free of interference 
from the Supreme Command. It was a campaign which, in ten months of incessant fighting, 
included both offensive and defensive battles, mobile warfare with full freedom of action, a 
headlong pursuit operation, landings by an enemy in control of the sea, partisan engagements 
and an assault on a powerfully defended fortress. 

Finally, the campaign is of interest because it was fought over the Black Sea peninsula which 
even today bears traces of the Greeks, Goths, Genoese and Tartars. Once before, in the war of 
1854-6, this had been a focal point of history, and the names of places which played a role 
then- the Alma, Balaclava, Inkerman and Malakoff - will be heard here all over again. 

Operationally, however, the war of 1854-6 can in no way be compared with the campaign 
fought in 1941-2. In the former case the Western Powers enjoyed naval supremacy and all the 
advantages this implies, whereas in the Crimean campaign of 1941-2 it was the Russians who 
controlled the Black Sea. Our Eleventh Army had not only to conquer the Crimea and 
Sevastopol, but also to contend with all the possibilities open to the Russians by reason of 

their mastery at sea. 


On 17th September 1941 I arrived at Eleventh Army H.Q. in Nikolayev, the Russian naval 
base at the mouth of the Bug, and took over command. 

My predecessor, Colonel-General Ritter v. Schobert, had been buried in the city the day 
before. On one of his daily visits to the front he had landed on a Russian minefield in his 
Fieseler Storch aircraft, and both he and his pilot had been killed. In him the German Army 
lost an officer of great integrity and one of its most experienced front-line soldiers. His troops 

would have followed him anywhere. 

H.Q. Eleventh Army, whose operations staff was later to form the headquarters of Don Army 
Group, was almost without exception a superb team of men, and I have grateful memories of 
the assistance I received from so many splendid officers in two and a half tough years of war. 
We got on extraordinarily well together, and when I relinquished my command in 1944 many 

or them did not want to remain on the staff. 

The novelty of my new position did not end with the expansion of my sphere of command 
from an army corps into an army. I did not discover until I reached Nikolayev that in addition 
to Eleventh Army I was also to take over Third Rumanian Army, which was affiliated to it. 

For political reasons the actual chain of command in this part of the Eastern Front had not 

been easy to arrange. 

Command of the allied forces committed from Rumania - Third and Fourth Rumanian Armies 
and Eleventh German Army - had been entrusted to the Rumanian Head of State, Marshal 
Antonescu, but at the same time he was bound by the directives of Southern Army Group, 
commanded by Field-Marshal v. Rundstedt. H.Q. Eleventh Army had been acting as the 
connecting link between the Marshal and Army Group H.Q. and had advised him on 

operational matters. 

By the time I arrived, however, the situation was such that Antonescu only retained control of 
Fourth Rumanian Army, which he had directed to attack Odessa. The other Rumanian army 
taking part in the campaign, the Third, had been placed under command of Eleventh Army, 
which henceforth took its orders direct from H.Q. Southern Army Group. 

At the best of times it is embarrassing for an army headquarters to have to control another 
self-contained army in addition to its own, and the task was necessarily twice as difficult 
when the army in question happened to be an allied one. What made things harder still was 
that there were not only certain differences of organization, training and leadership between 

the two armies — as is always the case where allies are concerned - but also a noticeable 
contrast in their fighting qualities. From time to time this led us to take a firmer hand in our 
ally's handling of an operation than was usual with our own forces or desirable in the interest 

of good relations. 

That we were able, despite these difficulties, to collaborate with the Rumanian headquarters 
staffs and fighting units without any real friction occurring was primarily due to the loyalty of 
the commander of Third Rumanian Army, General (later Colonel-General) Dumitrescu. The 
German liaison teams which we had attached to all Rumanian staffs down to divisional level 
also contributed by their tact, and when necessary by their firmness, to this co-operation. 

The man most deserving of mention in this respect, however, is Marshal Antonescu. 
Whatever verdict posterity may pass on him as a politician, Antonescu was a real patriot, a 
good soldier and certainly our most loyal ally. He was a soldier who, having once bound up 
his country's destiny with that of the Reich, did everything possible until his overthrow to put 
Rumania's military power and war potential to effective use on our side. If this did not always 
work out quite as he had hoped, the reason was to be found in the internal circumstances of 
his State and his regime. At all events, he remained faithful to his allies, and I can only speak 

with gratitude of our work together. 

As for the Rumanian Army, there is no doubt that it had considerable weaknesses. Although 

the Rumanian soldier - who was usually of peasant origin - was modest in his wants and 
usually a capable, brave fighter, the possibilities of training him as an individual fighting man 
who could think for himself in action, let alone as a non-commissioned officer, were to a great 
extent limited by the low standard of general education in Rumania. In cases where members 
of the German minority did come up to the necessary standard, Rumanian national prejudice 
tended to impede any advancement. Neither were such outmoded practices as flogging likely 
to improve the quality of the rank and file. Their effect was rather to make Rumanian soldiers 
of German stock do everything they could to join one of the German armed services or - since 
the latter were not allowed to accept them - the Waffen-SS. 

One disadvantage as far as the inner stability of Rumanian troops was concerned was the 
absence of a non-commissioned officer corps as we know it. I am afraid people in Germany 
nowadays are all too ready to forget what a debt we have owed in the past to our excellent 

body of regular N.C.O.s. 

Another factor of far-reaching importance was that a considerable proportion of the Rumanian 
officers holding senior and medium appointments were not up to requirement. Most of all, the 
Rumanians lacked that close link between officers and men which tends to be taken for 
granted in the German Army. Man management with them was entirely devoid of the 

'Prussian' tradition. 

Because they had no war experience, the combat training of the Rumanians fell short of the 
exigencies of modern warfare. This led to unnecessary losses, which in turn was bound to 

affect morale. 

The military leaders, who had been under French influence since 1918, still thought in terms 
of World War I. Weapons and equipment were partly obsolete and also inadequate. This was 
particularly true of the anti-tank units, with the result that they could hardly be expected to 
hold their ground against Soviet tank attacks. Whether Germany could not have rendered 
more effective help in this respect is a question for others to decide. 

One final drawback regarding the use of Rumanian troops on the Eastern Front was their 
terrific respect for 'the Russians'. In difficult situations this was liable to end in a panic. 
Indeed, it is a problem of which account must be taken in any war against Russia involving 
South-East European nations. In the case of the Bulgarians and Serbs the insecurity is 
increased by their sense of Slavonic affinity. 

There was one other factor that could not be entirely disregarded in any assessment of the 
combat efficiency of Rumanian troops. At the time with which we are dealing Rumania had 
already attained her fundamental war aim, the reconquest of Bessarabia. Even 'Transnistria', 
the territory between the Dniester and Bug which she had been persuaded to accept by Hitler, 
did not really lie within the scope of Rumania's aspirations. It was understandable that the 
idea of pushing even further into the Russia they dreaded so much was none too warmly 

received by many Rumanians. 

Despite all the defects and reservations mentioned above, however, the Rumanian troops 
performed their duty as best they could. Above all, they always readily submitted to German 
military leadership and did not, like other allies of ours, put matters of prestige before material 
necessity. Undoubtedly the soldierly mentality of Marshal Antonescu exerted a decisive 

influence in this respect. 

To sum up, the verdict given me at the time by my advisers was that in the event of any 
substantial losses Third Rumanian Army would cease to be capable of offensive action and 
only be fit for defence if reinforced by German 'corset bones'. 

The sector I had to command formed the southernmost wing of the Eastern Front. Broadly 
speaking, it embraced the Crimea and the part of the Dnieper bend south of Zaporozhye. 
There was no direct contact with the main forces of Southern Army Group advancing north of 

the Dnieper, which was all to the good as far as Eleventh Army's operational freedom was 
concerned. After the forest tracts of northern Russia in which I had last had to operate with a 

tank corps unsuited to that type of country, I now found myself in the vast expanses of the 
steppes, which were almost entirely devoid of natural obstacles, even if they did not offer any 
cover either. It was ideal tank country, but unfortunately Eleventh Army had no tanks. 

The only variety was offered by the smaller rivers, the beds of which dried up in summer-time 
to form deep, steep-banked fissures known as balkas. Nevertheless, the very monotony of the 
steppes gave them a strange and unique fascination. Everyone was captivated at one time or 
other by the endlessness of the landscape, through which it was possible to drive for hours on 
end - often guided only by the compass - without encountering the least rise in the ground or 
setting eyes on a single human being or habitation. The distant horizon seemed like some 
mountain ridge behind which a paradise might beckon, but it only stretched on and on. The 
poles of the Anglo-Iranian telegraph line, built some years before by Siemens, alone served to 

break the eternal sameness of it all. Yet at sunset these steppes were transformed into a 
dazzling blaze of colour. In the eastern part of the Nogaisk Steppes, around and north-east of 
Melitopol, one came upon lovely villages with such German names as Karlsruhe and 
Helenental. They lay in the midst of rich fruit plantations, their well-built stone houses 
bearing witness to a past prosperity. The inhabitants still spoke the purest German, but they 
were almost all old men, women and children. The men had been deported by the Soviet 


The task assigned to Eleventh Army by the Supreme Command inevitably committed it in 

two divergent directions. 

On one hand, by advancing on the right wing of Southern Army Group, it was intended to 
continue pursuing the enemy as he withdrew eastwards. To this end the main body of the 
army was to be brought forward along the north coast of the Sea of Azov in the general 

direction of Rostov. 

On the other hand, the army was also meant to take the Crimea - a task given special priority. 
One reason for this was the favourable effect the capture of the peninsula was expected to 

have on the attitude of Turkey. Another even more pressing one was the threat of the enemy's 
big Crimean air bases to the Rumanian oilfields, so vital to Germany. After the Crimea had 
been taken, the Eleventh Army's corps of mountain troops was to move over the Straits of 
Kerch towards the Caucasus, evidently to reinforce an offensive beyond Rostov. 

At that time, therefore, the Supreme Command still had pretty far-reaching aims for the 1941 
campaign. It was soon to become apparent that the dual role allotted to Eleventh Army was 


At the beginning of September Eleventh Army had forced a crossing over the lower Dnieper at 
Berislavl - an exceptional feat of arms in which the main part had been played by 22 (Lower 
Saxon) Infantry Division. Nonetheless, it marked the point where the duality of the army's 
task inevitably brought about a cleavage in its axis of advance. 

When I took command I found myself confronted by the following situation : 

Two army corps - 30 Corps under General v. Salmuth (72 and 22 Infantry Divisions and the 
Leibstandarte Adolf Hitler) and 49 Mountain Corps under General Kubier (170 Infantry 
Division and 1 and 4 Mountain Divisions) - had continued their eastward pursuit of the enemy 

after his defeat on the Dnieper and were approaching the line from Melitopol to the Dnieper 

bend south of Zaporozhye. 

One corps - the 54th under General Hansen - had been diverted to the approach to the Crimea, 

the Perekop isthmus. 50 Infantry Division, which had come from Greece, was partly under 
Fourth Rumanian Army before Odessa and partly engaged in mopping up the Black Sea coast. 

Third Rumanian Army, comprising a mountain corps (1,2 and 4 Mountain Brigades) and a 
cavalry corps (5, 6 and 8 Cavalry Brigades), was still west of the Dnieper, where it proposed 

to rest for a while. In doing so it was probably guided by a desire to avoid any advance 
beyond the river, since it had already exceeded Rumania's political aims in having to cross the 


Faced with this dual mission of pursuing the enemy eastwards to Rostov and conquering the 
Crimea for a subsequent drive through Kerch to the Caucasus, Eleventh Army Headquarters 
had to decide whether to deal with the two divergent tasks simultaneously or in chronological 
order. A decision which was really the responsibility of the Supreme Command was thus left 

to an army. 

It seemed quite certain that both tasks could not be solved simultaneously with the forces we 

had at our disposal. 

The capture of the Crimea called for a considerably stronger force than 54 Corps, now facing 
Perekop. Although the Intelligence picture indicated that only three divisions of the enemy 
army were likely to have escaped from the Dnieper into the isthmus, it was not clear what 

forces the Russians had available in the Crimea itself, particularly at Sevastopol. Soon 
afterwards it emerged that the enemy could put not three but six divisions into action in the 

isthmus itself. These were later to be reinforced by the Soviet Army then defending Odessa. 

[I.e. from the sea. Jr.] 

In view of the nature of the ground, however, a stubborn defence by even three enemy 
divisions would probably suffice to deny 54 Corps access to the Crimea or at least to cause it 
considerable losses in the fight through the isthmus. 

The Crimea is divided from the mainland by the so-called Lazy Sea, the Zivash. This is a kind 
of mud-flat or brackish swamp, almost impassable for infantry and an absolute obstacle to 
assault boats on account of its extreme shallowness. There are only two firm approaches to 
the Crimea - the isthmus of Perekop in the west and a neck of land running west of Genichesk 
in the east. The latter is so narrow in places as only to leave room for a causeway and railway 
embankment, both of which are interspersed with long stretches of bridges. For the purpose of 

an attack, therefore, it was quite useless. 

As even the Perekop isthmus was less than five miles wide, the assault would have to be 
purely frontal and over ground quite devoid of cover. A flanking attack was ruled out by the 
proximity of the sea on either side. In addition to being already equipped with strong field 
defences, the isthmus was cut straight across the middle by Tartars' Ditch, an ancient 
earthwork anything up to 50 feet in depth. 

Once the Perekop isthmus had been broken through, there was another bottle-neck to be 
tackled further south at Ishun, where salt lakes reduced the potential assault front to a mere 

two miles. 

In view of these difficulties on the ground and the enemy's superiority in the air, we had to 
expect a hard and exhausting struggle. Even if we succeeded in breaking through at Perekop, 

it was doubtful whether the corps would still have the strength to fight a second battle at 
Ishun. In any case, two or three divisions would never be enough to conquer the whole of the 

Crimea including Sevastopol. 

To ensure a swift occupation of the Crimea, therefore, the army had at all costs to detach 
strong additional forces from its pursuit group now heading eastwards. What remained should 
still suffice for the pursuit as long as the enemy continued to withdraw - though it would be 
too weak for an objective as remote as Rostov if he were to form a new front further back or 

actually bring up fresh forces. 

Should it be considered crucial to advance on Rostov, the Crimea would have to be left 
behind for the time being. In that event, however, it would be difficult to tell when, if ever, the 
forces needed to conquer the peninsula could be made available. Besides, in the hands of an 
enemy with command of the sea the Crimea was liable to become a serious menace deep in 
the flank of the Eastern Front, quite apart from the fact that the air bases would continue to 

threaten the Rumanian oilfields. 

If the attempt were made to conduct a far-reaching operation towards and beyond Rostov with 
two army corps and simultaneously to conquer the Crimea with one other corps, the only 
result could be that neither objective would be effectively attained. 

Eleventh Army accordingly decided to give priority to the Crimea. At all costs we were 
determined not to tackle this task with insufficient forces. As a matter of course 54 Corps was 
given all the available army artillery, engineers and anti-aircraft guns, in addition to which it 

was to call forward 50 Infantry Division from its rear location at the latest in time for the 
second phase, the battle for the Ishun isthmus. But this was still not enough. It was imperative 

to have a second corps in order to conquer the Crimea quickly after the breakthrough - if 
indeed it were not actually needed to fight through the lakes at Ishun. We decided that this 
should be the German Mountain Corps, which the Supreme Command had anyway earmarked 

in its directives to be moved up through Kerch to the Caucasus later on. Meanwhile this 
formation of two divisions could be put to better use in the mountainous parts of the southern 

Crimea than out in the steppes. 

Apart from all this, an attempt was to be made, once we had broken into the peninsula itself, 
to take the fortress of Sevastopol by a surprise thrust with motorized units. For this purpose 
the Leibstandarte was to assemble behind 54 Corps when it went into the assault. 

These dispositions naturally entailed a considerable weakening of the army's eastern front. All 
that could be found to replace the forces there, apart from the elements of 22 Infantry Division 
being used on coastal defence north of the Crimea, was Third Rumanian Army. Despite the 
Rumanian inhibitions to which I alluded earlier, I was able to arrange in a personal talk with 
General Dumitrescu that his army should be moved quickly forward over the Dnieper. 

It was perfectly clear that the measures taken by Eleventh Army would involve considerable 
risks if the enemy on its eastern front were to halt his retreat and try to regain the initiative 
there. This was the price that had to be paid if we were to avoid attempting the capture of the 

Crimea with inadequate forces. 



While supply difficulties caused the preparations for 54 Corps' attack on the Perekop isthmus 

to drag on till 24th September and our forces were still regrouping on the lines already 
indicated, there were signs of a change in the situation on the army's eastern front from 21st 

September onwards. 

The enemy had taken up prepared positions along a front from west of Melitopol to the 
Dnieper bend, with the result that the pursuit had to be discontinued. Nonetheless, the army 
went ahead with the disengagement of the German Mountain Corps, giving orders for the 
remaining German formations to be mixed in with those of Third Rumanian Army in order to 
keep the risk down to a minimum. The Rumanian cavalry corps in the southern sector of this 
front was incorporated into 30 German Corps, while Third Rumanian Army in the north took 
over 170 German Infantry Division to bolster the Rumanian mountain corps. 

By 24th September 54 Corps was able to move in to the assault on the Perekop isthmus. 
Though given maximum artillery support, 45 and 73 Infantry Divisions had the hardest 
possible conditions to fight under, having to advance in blazing sunshine across salt steppes 
on which there was no trace of water or cover. The enemy had transformed the isthmus into a 
powerful, ten-mile-deep defence system, and he fought bitterly for every single trench and 


Nevertheless, after warding off strong enemy counter-attacks the corps took Perekop and 
crossed Tartars' Ditch on 26th September. Three more days' intensive fighting saw it through 
the rest of the enemy's defence zone and, after the capture of the strongly defended locality of 
Armyansk, out into more open country. The enemy fell back between the Ishun lakes, having 
suffered heavy losses in killed and left 10,000 prisoners, 1 12 tanks and 135 guns in our hands. 

But the fruit of this hard- won victory, the final break-out into the Crimea, could still not be 
plucked. Although the enemy's losses had been heavy, the number of divisions facing the 
corps had meanwhile risen to six. In all likelihood any attempt to go straight ahead with the 
storming of the Ishun bottleneck would have been too much for our troops, in view of the 
relative strengths involved and the tremendous sacrifices it would have imposed on the 

German corps. 

As for Eleventh Army's proposal to have reinforcements to hand at this juncture in the form of 
the Mountain Corps and the Leibstandarte, the enemy had already thwarted it. Obviously 
anticipating that we were intent on a speedy conquest of the Crimea, he had brought fresh 
forces up to his front between the Sea of Azov and the Dnieper. 

Here, on 26th September, he had attacked our Army's eastern front with two new armies, the 

Eighteenth and Ninth, consisting of twelve divisions which were mainly new arrivals or 
recently rested. In the first assault he had admittedly failed to score any successes against our 

own 30 Corps - though even here the situation became pretty tense - but in the sector of Third 
Rumanian Army he had overrun the latter's 4 Mountain Brigade and torn a gap ten miles wide 
in the army front. The brigade in question had lost the bulk of its artillery and seemed to be at 
the end of its tether. Both the other Rumanian mountain brigades had also suffered severe 


We now had no choice but to make the German Mountain Corps, which was already on its 
way to the Perekop isthmus, do a right-about turn in order to set about restoring the position 
of Third Rumanian Army. Simultaneously, moreover, Eleventh Army was virtually deprived 
of the services of its one fast-moving formation, the Leibstandarte, as we were now ordered 
by the Supreme Command to hold it in hand for the drive on Rostov as part of First Panzer 

Group, to which it would shortly be transferred. We thus had to abstain from using the 
Leibstandarte to exploit the success in the isthmus, and it was likewise ordered back to the 

eastern front. 

In order to be close to the army's two fronts, the army operations branch had on 21st 
September established a tactical headquarters at Askania Nova in the Nogaisk Steppes, which 
had once been the property of a German family, the Falz -Feins. 

Formerly a model estate known all over Russia, it had now become a collective farm. The 
manor buildings were sadly neglected, and the retreating Soviet troops had destroyed all the 
machinery, just as they had thrown petrol over the mountains of threshed wheat lying out in 
the open air and set them on fire. The latter smouldered for weeks on end without our being 

able to extinguish them. 

The increasing gravity of the situation on the army's front impelled us to move close up 
behind the danger spot with a small tactical staff on 29th September. This is always an 
expedient measure in times of crisis, if only because it prevents subordinate staffs from 
pulling out early and making a bad impression on the troops. On the occasion in question it 
was particularly appropriate in view of the tendency of many Rumanian headquarters staffs to 

change their locations prematurely. 

The same day, the German Mountain Corps and the Leibstandarte delivered a thrust into the 

enemy's southern flank where he had broken into Third Rumanian Army but had failed to 
exploit his initial success properly. While it was possible to restore the situation in this area, a 
fresh crisis was brewing on the northern wing of 30 Corps, where a Rumanian cavalry brigade 

had given way. I had to intervene vigorously there and then to prevent its hasty withdrawal. 
The threatened breakthrough was then parried by swinging round the Leibstandarte to meet it. 

Tense though the situation on our eastern front had become as a result of the events described 

above, it also had the makings of a golden opportunity. By launching repeated attacks to 
frustrate our intentions in the Crimea, the enemy had tied both his armies down on a frontal 
basis and obviously now had no further reserves with which to protect himself against the 
Dnieper crossings at Zaporozhye and Dniepropetrovsk, whence General v. Kleist's First 
Panzer Group could break out against his northern flank. After I had made representations to 
Southern Army Group some days previously in favour of an intervention from this quarter, 
the appropriate orders were issued on 1st October. While Eleventh Army kept a tight hold on 
the still-attacking enemy, the panzer group steadily increased its pressure from the north. Now 
the enemy began to yield, and by 1st October it was the turn of 30 Corps and Third Rumanian 
Army to go over to the attack. In the next few days, in co-operation with First Panzer Group, 

we succeeded in encircling the mass of both enemy armies in the area Bol. Tokmak-Mariupol- 
Berdyansk or in destroying them as they retreated. Some 65,000 prisoners, 125 tanks and over 
500 guns found their way into German hands on this occasion. 


Following the Battle of the Sea of Azov a change was made in the order of battle of the 
German southern wing. The Supreme Command seemed to have realized that no army could 
simultaneously fight one operation in the direction of Rostov and another in the Crimea, and 
from now on the advance on Rostov was entrusted to First Panzer Group, to which Eleventh 
Army was ordered to hand over 49 Mountain Corps and the Leibstandarte. 

Eleventh Army was given the sole task of conquering the Crimea with its two remaining army 

corps. Of these, 30 Corps comprised 22, 72 and 170 Infantry Divisions, and 54 Corps was 
composed of 46, 73 and 50 Infantry Divisions (one third of the last-named being still outside 


Third Rumanian Army, which now reverted to the command of Marshal Antonescu, was 
merely to be responsible for coastal defence on the Black Sea and the Sea of Azov. After I 
had approached the Marshal direct, however, he agreed to let me take the headquarters of the 
Rumanian mountain corps, with one cavalry and one mountain brigade under command, into 

the Crimea to screen the eastern coastline. 

Now that Eleventh Army's mission was reduced to the single aim of conquering the Crimea, 
however, the Supreme Command became all the more impatient for a corps to be put across 
the Straits of Kerch towards the Kuban at the earliest possible date. 

Realizing from this demand how much Hitler was underestimating the enemy, Eleventh Army 
felt impelled to point out that the prior conditions for any such operation must be the complete 
clearance of the Crimea. The enemy would undoubtedly fight to the last for the peninsula and 

would abandon Odessa rather than Sevastopol. 

Indeed, as long as the Soviets had even one foot in the Crimea there could be no question of 
throwing part of Eleventh Army - which had only two corps anyway - through Kerch to the 
Kuban. As it was, we took this opportunity to put in a bid for an extra corps of three divisions, 

and within the next few weeks - primarily, one would suppose, because of Hitler's above- 
mentioned requirement - the army was augmented by 42 Corps Headquarters and 132 and 24 
Infantry Divisions. In consequence of the Russians' desperate efforts to hold on to the Crimea, 
these reinforcements were to prove indispensable for the peninsula battles alone. 


The immediate problem, however, was to resume the struggle for the approaches to the 
Crimea and to open up the way through Ishun. Just another assault operation, one might say. 
Yet that ten-day battle towers above the normal type of offensive action as a shining example 
of the aggressive spirit and self-sacrifice of the German soldier. 

In it we lacked almost all the advantages which are generally regarded as prior necessities for 

an attack on fortified positions. 

Numerical superiority was on the side of the Soviet defenders, not of the German attackers. 
Eleventh Army's total of six divisions was very soon confronted by eight Soviet rifle and four 
cavalry divisions, for on 16th October the Russians had evacuated the fortress of Odessa - 

until then the object of so many unsuccessful assaults by Fourth Rumanian Army - and 
transferred the defending army to the Crimea by sea. Despite the Luftwaffe's claim to have 
sunk 32,000 tons of shipping, the bulk of the convoys from Odessa had still made landfall at 
Sevastopol or harbours along the west coast of the peninsula. The first divisions of this Soviet 
army duly appeared at the battle-front shortly after the start of our offensive. 

The German artillery was certainly superior to the enemy's and effectively supported the 
attacking infantry. But on the enemy side armour-plated coastal batteries were able to 
intervene from the northwest coast of the Crimea and the southern bank of the Zivash without 
the German guns initially being able to get to grips with them. And while the Russians had 
abundant armour to draw on for their counterattacks, Eleventh Army did not possess a single 


Above all, senior commanders had hardly any opportunity to lighten the troops' arduous task 
by tactical manoeuvre. In that situation it was quite impossible to take the enemy by surprise, 
since all he had to do was to sit in his well-constructed fieldworks and wait for the assault to 

develop. As had been the case at Perekop, the sea on one side and the Zivash on the other 
excluded any possibility of outflanking or even enfilading the enemy. On the contrary, it was 
necessary to carry the attack forward purely frontally along the three narrow strips of land into 
which the isthmus was divided by the lakes lying within it. 

The breadth of these three strips allowed us to commit only the three divisions of 54 Corps 
(73, 46 and 22) in the first instance, 30 Corps being unable to go in until a certain amount of 

elbow-room had been gained further south. 

The salt steppes of the isthmus, flat as a pancake and bare of vegetation, offered no cover 
whatever to the attacker. Yet the air above them was dominated by the Soviet Air Force, 
whose fighters and fighter-bombers dived incessantly on any target they could find. Not only 
the front-line infantry and field batteries had to dig in : it was even necessary to dig pits for 
every vehicle and horse behind the battle zone as protection against enemy aircraft. Things 
got so bad that anti-aircraft batteries no longer dared to fire in case they were immediately 
wiped out from the air. Not until the last days of the offensive, after Molders [Renowned 
fighter ace of World War II. Jr.] and his fighter group had been called in to assist the army, 
could the sky be kept clear - and even then only in the hours of daylight. At night-time not 

even Molders could help. 

Under such combat conditions, and in the face of an opponent who stubbornly defended every 
inch of ground, the demands made on the attacking troops were bound to be abnormally high 
and their losses very considerable. Throughout this period I was constantly on the road to see 
for myself how things were going and what assistance could be rendered to the fighting units 

in their difficult struggle. 

I was alarmed by the way fighting power deteriorated. The divisions carrying out this tough 
assignment had already made heavy sacrifices at Perekop or in the Azov battle, and the time 

came when one wondered whether the struggle for the narrow corridors could possibly 
succeed or, assuming that we did manage to break through, whether our forces would still be 
equal to winning the Crimea from an enemy whose strength was constantly on the increase. 

By 25th October the troops seemed too exhausted to go on with the attack. Twice already the 
commander of one particularly good division had reported that the regiments under his 
command were at the end of their strength. This was the hour that usually comes sooner or 
later in such a contest, when the outcome of the battle is on the razor's edge. It was the hour 
that must show whether the will of the attacker to exert himself to the very limit of physical 
endurance is stronger than that of the defender to go on resisting. 

The struggle of deciding whether to call for a last supreme effort, at the risk of having 
ultimately demanded all that sacrifice in vain, is one that can only be fought out in the heart of 
the commander concerned. It would be pointless, however, were it not inspired by the 
confidence of the troops and their determination not to give up the fight. 

Eleventh Army was not prepared, after all it had had to ask of the fighting troops, to throw 
victory away through its own weakness at what might be one minute to twelve. As it turned 
out, the unbroken aggressive spirit of the troops overcame even the enemy's grim resolution to 
hold out. After one more day of hard effort, 27th October brought the final success. On 18th 
October, at the end of ten days of the most bitter fighting, the Soviet defence collapsed. 

Eleventh Army could take up the pursuit. 


The chase which followed gave one more splendid example of the boldness and initiative of 
commanders at all levels and the self-denial of the fighting troops. The sight of those 
regiments, weakened by their heavy losses and well-nigh exhausted by the unprecedented 
demands of the campaign, yet racing towards the tempting goal of the South Crimean coast, 
put one in mind of the soldiers of another army who in 1796 stormed the fields of Italy 

promised them by Napoleon. 

By 16th November the furious chase was over, and the whole of the Crimea except for the 
fortified area of Sevastopol was in our hands. The six divisions of Eleventh Army had wiped 
out the best part of two enemy armies totalling twelve rifle and four cavalry divisions. Of his 
initial strength of around 200,000 men, the enemy had lost over 100,000 as prisoners in the 
struggle for the two necks of land and the pursuit that followed, as well as 700 guns and 160 
tanks. What troops had been able to escape across the Straits of Kerch or into Sevastopol were 
mere debris and without any heavy weapons. The fact that those taking refuge in the fortress 
could immediately be reformed into proper units was due to the enemy's command of the sea, 
which enabled him to bring in replacements and stores with a minimum of delay. 

While the administrative branches of Eleventh Army H.Q. moved into Zimferopol, the largely 
Russianized capital of the Crimea lying in beautiful surroundings on the northern edge of the 
Yaila Mountains, our tactical headquarters went to Zarabus, a sizeable village north of the 
city, where we found very suitable accommodation in one of the new schools built by the 
Soviets in almost all the bigger country places. I personally lived with the Chief-of-Staff in 
the small farmhouse of the fruit-growing collective, where each of us had a modest room to 
himself. The furniture in my own consisted of a bed, a table and chair, a stool for the wash- 
bowl to stand on, and a few clothes-hooks. Naturally we could have obtained some furniture 
from Zimferopol, but our staff did not believe in indulging in comforts which the ordinary 

soldier had to do without. 

Except for two brief stays at a command post on the Kerch front and the period in which the 
tactical headquarters was up in front of Sevastopol, we remained in these unpretentious 
quarters until August 1942. After the nomadic life we had led to date it was a complete 
change for all of us, though not necessarily a welcome one. Whenever a formation staff 
becomes static, the inevitable result is not only a settled day-to-day routine but also a return to 
the 'paper war'. I fought the paper war of that winter in my classroom between two little brick 
stoves we had built on the Russian pattern, the heating system having naturally been 

destroyed by the Soviets. 

At this point I might touch on a problem which, even though it receded before the grave 
anxieties which the winter of 1941-2 was to cause us in the operational sphere, was always a 
matter of great concern to me. The man who commands an army is also its supreme arbiter, 
and the hardest task that can ever confront him is the confirmation of a death sentence. On 
one hand it is his inexorable duty to maintain discipline and, in the troops' own interest, to 
inflict severe penalties for delinquency in action. On the other, it is a grim thought to know 
that one can snuff out a human life by a mere signature. Of course, death claims thousands of 
victims a day in war, and every soldier expects to have to lay down his life. Yet there is a very 
big difference between falling honourably in battle and facing the muzzles of one's comrades' 
rifles to be ignominiously erased from the ranks of the living. 

When, of course, a soldier had besmirched the honour of the army by some base action or 
culpably brought about the death of his comrades, there could be no mercy. But there were 
plenty of other cases caused not by sheer baseness of character but by some perfectly 
explainable human lapse. Even so, the court-martial concerned had to pass the death sentence 

according to the full rigour of military law. 

In no case involving a death sentence was I ever content to base my final decision on the 
verbal elucidations of my army judges - admirable men though they were - but I always made 
a careful study of the files myself. When two soldiers in my corps were sentenced to death on 
the outbreak of war for raping and killing an old woman, they only received their just deserts. 

A very different case was that of a man who, after winning the Iron Cross in the Polish 
campaign, had been posted to a strange unit following a spell in hospital. On his very first day 
there his whole machine-gun crew was killed, whereupon he lost his nerve and fled. By law, it 
is true, his life was forfeit, but there still seemed grounds in this instance - even though the 
man had been guilty of cowardice and thereby of endangering unit morale - for applying a 
different yardstick. As I could not immediately quash the sentence passed by the court- 
martial, the procedure I adopted in this and other such cases was to consult the man's 
regimental commander and, subject to the latter's agreement, to suspend the sentence for four 
weeks. If the man redeemed himself in action during this time, I quashed the sentence. If he 
failed again, it was carried out. Of all the condemned men to whom this probationary period 
was granted, only one went over to the enemy. All the others either proved their worth or died 
like true soldiers in the heavy fighting in the east. 


Eleventh Army's task now was to assault the enemy's last Crimean stronghold, Sevastopol. 
The sooner this was achieved, the less time the enemy would have to organize his defence and 
the greater would be the prospect of success. What was more, it reduced the likelihood of an 

intervention from the sea. 

According to our calculations, the necessary troop movements and ammunition-dumping 
would be complete by 27th or 28th November. Consequently we made this the deadline for 

the start of the offensive. 

At this point the Russian winter overtook us, its impact being all the more devastating by 
reason of the two different forms it took. In the Crimea itself the rains came, very soon 
rendering all the unpaved roads there quite unusable. The mainland in the north, on the other 
hand, was already in the grip of severe frosts which promptly immobilized four of the only 
five railway engines then available south of the Dnieper. In consequence Eleventh Army often 
found its supplies reduced to as little as one or two trainloads a day. Though there was ice on 
the Dnieper, it still would not hold, and so far no ice-free bridges existed. 

And so the preparations for the assault dragged on. Instead of 27th November, the preliminary 
bombardment could not start until 17th December. At last, after a three- weeks delay which 
was ultimately to prove crucial, 54 and 30 Corps were able to launch their attacks against the 
northern and southern sectors respectively. Prior to this, however, Eleventh Army had had a 

difficult decision to make. On 17th October the critical turn of events around Rostov had 
caused the Army Group to order the immediate hand-over of 73 and 170 Infantry Divisions. 
Despite all our warnings that this would make it impossible to attack Sevastopol, we had only 
been allowed to keep 170 Division, which was still moving along the coast to join 30 Corps, 
and would not have reached Rostov in time anyway. This concession did not alter the fact that 
the removal of 73 Division deprived the assault on the northern sector of its necessary reserve 
element, and we had to make up our minds whether in these circumstances we could afford to 

attack at all. In the event, we decided to risk it. 

It is not possible here to describe the course of the attack in detail. The first task was to drive 
the enemy, by a surprise thrust from the east, from his forward area between the Kacha and 
Belbek, and at the same time to capture his strong-points in the Belbek valley and along its 
southern elevation. Thereupon the assault would be carried forward through the actual fortress 
glacis south of the Belbek right up to Severnaya Bay. The main responsibility for the success 
of this battle lay with the valiant 22 (Lower Saxon) Infantry Division, under its outstanding 
commander, Lieutenant-General Wolff. It cleared the forward area between the Kacha and 

Belbek of the enemy, stormed the heights south of the Belbek valley with 132 Infantry 
Division and drove into the fortified zone proper to the south of the latter. But the spearhead 
of the attack was steadily narrowing, as 50 and 24 Infantry Divisions, whose task was to 
advance towards Severnaya Bay from the east, were not making any real progress in the 
difficult mountain country, parts of which were overgrown with almost impenetrable bush. 
The heavy fighting for the pill-boxes, which the enemy defended with stubborn 
determination, was sapping the strength of our troops, and the severe cold to which they were 
henceforth exposed taxed their energies to the utmost. Nevertheless, in the last few days of 
December - the struggle having continued all through Christmas - the tip of the spearhead 
drew near to Fort Stalin, the capture of which would at least have given our artillery visual 
command of Severnaya Bay. All we needed now were fresh troops - and the drive to the bay 

was bound to succeed. But these were just what we had lacked since handing over 73 
Division, and not even by drastically packing the assault divisions into the spearhead of the 

attack could we make good the loss. 

Such was the situation when the Soviet landings struck, first at Kerch and then at Feodosia. 
The threat was a deadly one, coming as it did at the very moment when the entire forces of the 

army, except for one German division and two Rumanian brigades, were in action around 


It was clear that we should have to throw forces from Sevastopol to the threatened points with 
the utmost speed. The slightest delay might prove fatal. But ought the attack on Sevastopol to 
be abandoned just when only one more push seemed necessary to gain command of 

Severnaya Bay? 

Furthermore, it would almost certainly be easier to disengage forces from Sevastopol after a 
success on the northern front than if one were to let go of the enemy prematurely. 

Eleventh Army accordingly decided to accept the risk involved in every further hour's 
postponement of the release of troops from Sevastopol. Initially only 30 Corps was ordered to 

halt its assault, and 170 Division was dispatched to the threatened Kerch peninsula. At the 
same time, with the agreement of the commander of 54 Corps and his divisional commanders, 
a final attempt was to be made on the northern front to reach the assault objective, Severnaya 


As always, the troops gave everything they had, and 22 Division's vanguard, 16 Infantry 
Regiment, under Colonel v. Choltitz, actually penetrated the outer ring of Fort Stalin. By then 
everyone's strength had given out, and on 30th December the commanders of the assault 
divisions reported that no further attempts to carry on with the attack could be expected to 
succeed. After urgent representations by telephone through Army Group had convinced even 
Hitler that such action was necessary, Eleventh Army Headquarters issued orders for the 
attack to be finally stopped. Over and above this, it was reluctantly compelled to order the 
withdrawal of the northern front to the heights north of the Belbek valley. But for these 
measures the requisite forces could not have been released - to say nothing of the fact that the 
situation within the narrow confines of the spearhead would anyway have been untenable in 
the long run. Hitler's disapproval of this decision, which - though he could do nothing about it 
- clashed with the strict ban he had just placed on any voluntary withdrawals, weighed little in 
comparison with one's own responsibility to the troops who had sacrificed so much. 

And so the first attempt to storm the fortress of Sevastopol had failed. 


The landing of Soviet troops on the Kerch peninsula, catching Eleventh Army just when the 

battle on the northern front of Sevastopol had entered its crucial phase, soon proved to be 
more than a mere diversionary measure on the enemy's part. Soviet radio stations proclaimed 
that this was an all-out offensive to re-conquer the Crimea, planned and commanded by Stalin 
personally, and that it would not end until Eleventh Army had been wiped off the map. That 

the threat was no empty one soon became apparent from the weight of enemy forces 
committed. Behind them, and in the utter ruthlessness with which they were expended, one 

sensed the brutal will of Stalin. 

On 26th December, after crossing the Straits of Kerch, the enemy had begun by landing two 

divisions on either side of the city. Smaller landings followed on the northern coast of the 
peninsula. The position of 42 Corps (General Count Sponeck), which depended solely on 46 
Infantry Division for the defence of the peninsula, was certainly not an enviable one. Count 
Sponeck accordingly requested permission to evacuate the peninsula in the hope that it could 

be sealed off at Parpach. Eleventh Army did not agree with him, for if the enemy succeeded in 
establishing a firm footing at Kerch, the upshot would be a second front in the Crimea and an 
extremely dangerous situation for the entire army as long as Sevastopol remained untaken. 
Consequently we ordered 42 Corps to strike while the enemy was still off balance after his 
landing and to hurl him back into the sea. At the same time, in order to keep the whole of 46 
Division free for this task, we sent 4 and 8 Rumanian Mountain Brigades - of which the 
former was around Zimferopol and the latter engaged in guarding the eastern coast of the 
Crimea - to Feodosia to deal with any attempt the enemy might make to land at this critical 
spot. Simultaneously orders were given to the only regimental group of 73 Division still in the 
Crimea - i.e. the reinforced 213 Infantry Regiment-to move on Feodosia from Genichek. 

By 28th December, 46 Infantry Regiment actually succeeded in eliminating both the enemy 
beach-heads north and south of Kerch, except for a small body of troops still fighting on the 
northern shore. In spite of this, Count Sponeck again asked permission to evacuate the Kerch 
peninsula. This we categorically forbade, still being convinced that any surrender of the Kerch 
peninsula might well lead to a situation which the army would be unable to master with the 

forces at its disposal. 

Meanwhile, on 28th December, 54 Corps had moved off for its last attack on Sevastopol. 

Yet the enemy was on the point of delivering a new blow. Early on 29th December we heard 
that he had carried out a night landing at Feodosia under cover of strong naval forces. Our 
own weak forces there (one engineer battalion, anti-tank troops and some coastal batteries - 
the Rumanians not having started to arrive until the following morning) had been unable to 
stop the landing. Our telephone link with 42 Corps Headquarters, which was located 
somewhere in the middle of the peninsula, was out of action, but at 1000 hours we were 
notified by radio that Count Sponeck had ordered the immediate evacuation of the peninsula 
because of the new landings at Feodosia. Though we immediately issued a countermand, it 
was never picked up by 42 Corps Signals. While fully appreciating the corps' anxiety not to 
be cut off by the enemy at Feodosia, we still did not believe that the situation would in any 

way be improved by a headlong withdrawal. 

Simultaneously with countermanding the evacuation of the Kerch peninsula, Eleventh Army 
ordered the Rumanian Mountain Corps to throw the enemy forces disembarked at Feodosia 
straight back into the sea with the help of the two brigades mentioned earlier and a Rumanian 
motorized regiment now in the process of moving up. Although we had no illusions about the 

offensive capacity of these Rumanian formations, the enemy could still not be present at 
Feodosia in any real strength, and if we struck with real determination, it should be possible to 
catch him at a disadvantage. At the worst, we felt, the Rumanians would manage to contain 
the enemy in a narrow beach-head around Feodosia until German troops could get there. 


Even this hope was to prove illusory, however. Far from carrying home its attack on 
Feodosia, the Rumanian Mountain Corps actually allowed a handful of Soviet tanks to push it 

right back to a point east of Stary Krim. 

By a series of forced marches 46 Infantry Division did in fact reach the narrow stretch of land 
at Parpach. In doing so, however, it had to abandon most of its guns on the ice-covered roads, 
and its troops arrived in a state of complete exhaustion. From the small beach-head still in his 

hands north of Kerch the enemy was immediately able to take up the pursuit, the speed with 
which his reinforcements arrived being due to the freezing-over of the straits. Had the Soviet 

commander pressed home his advantage properly by pursuing 46 Division really hard from 
Kerch and thrusting relentlessly after the Rumanians as they fell back from Feodosia, the fate 
of the entire Eleventh Army would have been at stake. As it happened, he did not know when 
to take time by the forelock. Either he did not realize what a chance he had, or else he did not 

venture to seize it. 

And so it was possible, with the help of an exhausted 46 Division, 213 Infantry Regiment 
(which had meanwhile arrived from Genichek) and the Rumanians, to build up a protective 
front — albeit a perilously thin one - between the northern slopes of the Yaila Mountains near 
Stary Krim and the Zivash west of Ak-Monay. In order to stiffen the Rumanian troops and 
safeguard their heavy weapons, all available German officers and men, including those who 
could be spared from Eleventh Army Headquarters, were attached to Rumanian units. 

By 15th January, 30 and 42 Corps were ready to counter-attack on the Feodosia front. The 
decision to risk this attack was a hard one, for it had to be launched with three and a half 
weakened German divisions and a Rumanian mountain brigade against an opponent whose 
strength had meanwhile increased to eight divisions and one brigade. The enemy, moreover, 
had a limited number of tanks at his disposal, whereas we had none at all. The support of the 
Luftwaffe was more than doubtful, since bad weather had prevented it from flying any sorties 
against Feodosia for the last few days. Nevertheless, we had to take the chance and attack. 

Thanks to the bravery of the troops, the attack succeeded, and by 18th January Feodosia was 
ours. In addition to 6,700 dead, the enemy had lost 10,000 prisoners, 177 guns and 85 tanks. It 
now emerged that the Luftwaffe had still done a good job in Feodosia harbour, in spite of the 
bad flying conditions, and had sunk a number of transport vessels. 

Our success at Feodosia naturally led us to consider the possibility of immediately exploiting 
it to get the Soviet armies right out of the Kerch peninsula. But desirable though this would 
have been, Eleventh Army decided, after careful reflection, that it could not be done with the 
resources available, especially now that a tank battalion and two bomber wings originally 
promised to us - the very forces we should have needed for the task in question - had had to 

go to the Army Group. 

Eleventh Army thus had to dispense with any sweeping exploitation of its achievements at 
Feodosia and to content itself with throwing the enemy back as far as the Parpach bottleneck, 
where the Kerch peninsula could be sealed off between the Black Sea and the Sea of Azov. 
There was certainly nothing pusillanimous about this decision: we simply realized that after 
everything the troops had gone through to date, it might cause very serious reverses to 

demand too much of them now. 


Even though the recapture of Feodosia and the sealing-off of the Kerch peninsula at Parpach 

had temporarily banished a mortal danger, we did not let that lull us into a false sense of 
security. At that particular time the enemy was striving everywhere on the Eastern Front to 
make good his defeats of the previous summer and to regain the initiative. Why should he 
make an exception of the Crimea, where his mastery of the sea offered him such exceptionally 
good prospects? Success here could have decisive repercussions on the entire situation in the 

East - politically with regard to Turkey and economically through the recovery of a base for 

air operations against the Rumanian oilfields. Another point to consider was that Soviet 
propaganda had linked the offensive against the Crimea so closely with the name of Stalin 

that it was most unlikely to be called off. 

And, sure enough, we soon discovered that the enemy was pushing reinforcements across to 
Kerch. Having possession of the frozen straits, he could put up with the loss of the port of 
Feodosia. Air photography continually showed the enemy to be concentrated in strength in his 
Black Sea harbours and the airfields in the area north of the Caucasus, and as early as 29th 
January Intelligence estimates of his strength on the Parpach front amounted to more than 
nine divisions, two rifle brigade groups and two independent tank brigades. 

The Sevastopol front was also livening up again, particularly where the artillery was 


After weeks of outward calm that were really loaded with tension, the enemy finally launched 

his big offensive on 27th February. 

The heavy battles that followed on both the Parpach and Sevastopol fronts continued with 
unremitting violence until 3rd March. Then on both sides a period of exhaustion ensued. On 
the Parpach front we had eventually succeeded in containing the enemy breakthrough in the 
northern sector by making effective use of the marshlands there. Although the front was now 
a continuous one, however, it did recede quite a long way west in its northern part. 

On 13th March the enemy began another mass attack, this time with eight rifle divisions and 
two independent armoured brigades 'up'. While we were able to knock out 136 tanks in the 
first three days, a number of crises developed. The bitterness of the fighting may be judged 
from the fact that the regiments of 46 Division, which bore the main brunt of the assault on 
this occasion, had to beat off anything from ten to twenty-two attacks between them during 

the same three days. 

On 18th March, 42 Corps had to report that it could no longer withstand any major attacks. 

As the newly constituted 22 Panzer Division had arrived behind this front in the meantime, 
having been allocated to Eleventh Army by O.K.H., we decided that the extreme tenseness of 
the situation justified our employing it on a counter-attack. Our object was to regain the main 
fighting line we had originally held across the actual neck of the Parpach isthmus and thereby 
to cut off the two or three enemy divisions located in the northern salient. 

Together with a very small tactical staff, I had moved into a command post close behind the 
threatened Parpach front in order to watch the preparations for the counter-attack being 

handled by 42 Corps Headquarters. 

The attack, which took place on 20th March and was to be supported on either flank by 46 
and 170 Infantry Divisions, proved a failure. The new armoured division ran straight into a 
Soviet assembly area in the early-morning mists. Obviously we had been wrong to throw it 
into a major battle before putting it through its paces in exercises with its parent formation. 
While this attack — despite its being directed at a relatively limited objective - miscarried, the 
same division came fully up to expectations only a few weeks later, after completing its 
training under warlike conditions as part of a larger formation. But what else could we have 

done in the circumstances but risk committing it to battle? At least it had given the enemy a 
severe shock and checked his preparations for another big attack at just the critical moment. 
When the latter did materialize on 20th March, it was beaten off by 42 Corps. This time the 
enemy had committed only four divisions, either because he had temporarily exhausted his 
other formations or because he preferred to limit his objective now that tanks had been seen 

on our side for the first time. 

In the meantime, while 22 Panzer Division was out of the line for a rest and refit, the advance 
elements of 28 Light Division also arrived behind the front. We could now face any new 

enemy attack with equanimity. 

[The new 'light' divisions, unlike their predecessors, were no longer a compromise between an 
armoured and a motorized division, but were closer, in structure and equipment, to a mountain 
division. They were later renamed 'pursuit divisions'. Author.] 

It came — and this was the enemy's last effort to reconquer the Crimea - on 9th April, 
launched by between six and eight rifle divisions and supported by 160 tanks. By nth April it 
had been beaten off, with heavy losses to the enemy. With that the enemy's offensive capacity 

in this part of the theatre was finally spent. 

The stout-hearted divisions which had seen this defensive battle through to a successful 
conclusion, despite the tremendous strains it imposed on them, were now able to relax, even 

though they could not be taken out of the line. 

Army Headquarters, on the other hand, turned from an arduous winter of unprecedented trials 
and crisis to the next task it had to tackle - that of preparing its own offensive for the final 

expulsion of the Russians from the Crimea. 


Between the penultimate and last defensive battle in the Kerch peninsula, Marshal Antonescu 
had come out to the Crimea and gone round with me on a tour of the Rumanian divisions and 
the Sevastopol front. In his soldierly way he made an excellent impression, and the senior 
Rumanian officers seemed to go in mortal fear of him. I was particularly grateful for his 
promise of two more Rumanian divisions, since apart from the two German divisions which 
had already arrived (22 Panzer and 28 Light), O.K.H. was unable to provide any further forces 

for the projected offensive. 

According to O.K.H. directives, the final expulsion of the Soviets from the Crimea, including 
Sevastopol, was intended to preface the grand offensive which the Supreme Command 
planned to launch in the southern sector of the Eastern Front. 

Eleventh Army's first concern was obviously to destroy the enemy in the Kerch peninsula. 
One reason for this was the impossibility of predicting how long an operation to clear 
Sevastopol would take. The most important one, however, was that the Kerch front, being the 
easiest to reinforce, continued to constitute the main threat to Eleventh Army. The enemy here 
could be given no time to recover from the losses of his abortive attacks. Sevastopol would 
have to be shelved until the Soviet forces in the Kerch peninsula had been wiped out. 

The relative strengths of the Russian and German forces in the Crimea, however, gave no 
grounds for any great optimism regarding the outcome of these two big undertakings. The 
enemy had three armies in the Crimea, under command of a Crimean Front Headquarters 
which appeared to have been only recently formed and was probably located in Kerch. 

The Sevastopol fortress continued to be defended by the Coast Army, whose strength we had 
ascertained in February to be seven rifle divisions, one rifle brigade, two naval brigades and 
one dismounted cavalry division. During our Kerch offensive all we would have available to 
contain these forces on the northern and eastern fronts of the fortress were 54 Corps and the 
newly arrived 19 Rumanian Division, which had been put there to free 50 German Division 
for Kerch. The only force left on the southern front of Sevastopol would be 72 Infantry 


The Rumanian Mountain Corps, with only 4 Mountain Brigade under command, had to 
defend the entire south coast of the Crimea against surprise attacks from the sea. Thus 
Eleventh Army was having to strip the other fronts bare in order to attack at Kerch in the 

greatest possible strength. 

On the Kerch front the enemy still had his Forty-Fourth and Fifty-First Armies. At the end of 
April 1942 they comprised seventeen rifle divisions, three rifle brigades, two cavalry 
divisions and four independent armoured brigades - an aggregate of twenty-six formations. 

Against this formidable array we were able to commit merely five German infantry divisions 
(inclusive of 50 Division from Sevastopol) and 22 Panzer Division. These were augmented by 

the newly arrived 7 Rumanian Corps, consisting of 19 Rumanian Division, 8 Rumanian 
Cavalry Brigade and 10 Rumanian Division- the last-named having been moved over from the 
west coast. As the usefulness of these Rumanian forces in an offensive role was limited, the 
numerical disparity in the forthcoming offensive - now being planned under the code-name 

'Bustard' - was increased still further. 

It also had to be borne in mind that the attack through the Parpach gap must be a purely 
frontal one in the initial stages, as the seas on either side excluded any possibility of 
outflanking. What was more, the enemy had echeloned his defences in considerable depth. 
How were we in the circumstances, and in view of the enemy's superiority of at least two to 
one, to achieve our object of destroying both his armies? 

One thing was clear: neither a frontal push against the two enemy armies nor even a simple 
breakthrough could get us anywhere. If, after losing his Parpach positions, the enemy should 

manage to re-form his front anywhere else, our operation would inevitably be halted. The 
broader the Kerch peninsula became as one went east, the more the enemy would be able to 

make his numerical superiority felt. Our total of six German divisions might suffice for an 
attack through a mere 1 1 -mile gap at Parpach, where the enemy could not put in all his forces 

simultaneously, but how should we fare further east when it came to fighting on a 25-mile 

front? The object must be, then, not only to break through the enemy's Parpach front and 
achieve penetration in depth, but also to destroy either the main bulk, or at least a substantial 
part of his formations in the process of the first breakthrough. 

In this respect the enemy himself offered us an opening. In his southern sector, between the 
Black Sea and Koy-Assan, he was, in the main, still sitting in the strongly prepared defences 
of his original Parpach front. His northern front, on the other hand, protruded well beyond the 

latter in a wide curve reaching as far west as Kiet and dating from the time when the enemy 

had overrun 1 8 Rumanian Division. 

That the Soviet commander had considered the likelihood of our trying to cut off this bulge 
was clear from the way he had distributed his troops. According to our Intelligence reports he 

had massed two-thirds of his forces - both in the line and in reserve — in or behind his 
northern sector. In the south, however, there were only three divisions in the line and two or 
three in reserve. Quite likely the abortive attack by 22 Panzer Division earlier on, the aim of 
which had been to cut off the enemy front in the region west of Koy Assan, was the reason for 

these dispositions. 

Such was the situation on which Eleventh Army based its assault plan for Operation Bustard. 

We intended to make our decisive thrust not immediately in the area where the front 
protruded west, but down in the southern sector, along the Black Sea coast. In other words, in 
the place where the enemy would be least expecting it. 

This task was to devolve on 30 Corps, composed of 28 Light, 132 and 50 Infantry and 22 
Panzer Divisions. Although 170 Infantry Division would have to remain in the central sector 
in the initial phase in order to deceive the enemy, it, too, would subsequently follow through 

in the south. 

The plan was that 30 Corps should break through the Parpach positions with three divisions 
'up' and exploit over the deep anti-tank ditch in an eastward direction to enable 22 Panzer 
Division to cross this obstacle. Once the latter had moved up, the corps would wheel north 
and drive into the flank and rear of the enemy forces concentrated in the northern sector. 
Then, in co-operation with 42 Corps and 7 Rumanian Corps, it would finally surround the 

enemy on the north coast of the peninsula. 

The protection of 30 Corps' eastern flank against enemy attacks from the direction of Kerch 
was to be the responsibility of a mobile formation, Brigade Group Groddek, which was made 
up of German and Rumanian motorized units. It was to discharge its task offensively by 
advancing rapidly towards Kerch, since this would also serve to forestall any attempt by 
enemy elements in the rear to take evasive action. 

In order to facilitate the difficult initial breakthrough at Parpach, Eleventh Army had made 
provisions for what was probably the first sea-borne assault-boat operation of its kind. A 
battalion travelling by assault boats from Feodosia was to be dropped in the rear of the 

Parpach positions at first light. 

The decisive attack by the corps was to be supported not only by strong artillery but also by 

the whole of 8 Air Corps. 

8 Air Corps, which also included strong anti-aircraft units, was by its structure the most 
powerful and hard-hitting Luftwaffe formation available for support of military operations. Its 

Commanding General, Baron v. Richthofen, was certainly the most outstanding Luftwaffe 
leader we had in World War II. He made immense demands on the units under his command, 

but always went up himself to supervise any important attack they made. Furthermore, one 
was constantly meeting him at the front, where he would visit the most forward units to weigh 

up the possibilities of giving air support to ground operations. We always got on extremely 

well together, both at Eleventh Army and later on at Southern Army Group. I remember v. 

Richthofen's achievements and those of his Air Corps with the utmost admiration and 


On the rest of the Parpach front 42 Corps and 7 Rumanian Corps had the task of simulating an 
attack in order to pin the enemy down. As soon as a breakthrough had been effected in the 
south, they were both to join in the main assault. 

The success of the operation depended on two things. The first was our ability to keep the 
enemy thinking that our decisive attack would come in the north until it was too late for him 

to back out of the trap or throw his reserves into the southern sector. The second was the 
speed with which 30 Corps - and in particular 22 Panzer Division - carried out the northward 


The first of these requirements was achieved by extensive deception tactics. Apart from 
wireless deception, these involved laying on a sham artillery preparation in the central and 
northern sectors and moving troops around in the same area. Apparently they were entirely 
successful, as the bulk of the enemy's reserves remained behind his northern wing until it was 

too late for them to move. 

Immediately before the offensive began we lost our highly experienced Chief-of-Staff, 
General Wohler, who had been such an invaluable support in the difficult days of the previous 
winter and played a leading role in the preparation of 'Bustard'. Both of us found it 
particularly hard to part just as we had at last gained the initiative ourselves. However, 
Wohler had been appointed Chief-of-Staff of Central Army Group, and I obviously could not 

put anything in the way of his advancement. 

Wohler's successor was General Schulz, who was also to prove a sound counsellor and friend. 
He was an inestimable help to me in the most difficult phases of the 1943 winter campaign 
and throughout the time we were fighting to save Sixth Army. Apart from being a man of 
great personal courage, he had nerves of steel and a special awareness of the privations and 
needs of the fighting troops, as well as a most equable nature. Already, as Chief-of-Staff of a 
corps, he had won the knight's cross in a most difficult situation. Later, as a corps commander 
in Southern Army Group, he was to prove a tower of strength. 

On 8th May, Eleventh Army moved off on 'Operation Bustard'. 

30 Corps was able to cross the anti-tank obstacle and penetrate the enemy's most forward 
positions, and the assault-boat expedition, by virtue of the surprise it achieved, had rendered 
considerable assistance to our right wing in its advance along the coast. Nevertheless, it was 

no easy battle. The ground gained on the far side of the ditch was not sufficient for the 
armoured division to be moved over, and the subsequent attack by 42 Corps only progressed 
with difficulty. Nevertheless, we had already engaged ten enemy divisions and shattered the 
enemy's southern wing, and there was no indication that his reserves had moved away from 

the northern wing. 

It was not possible to bring up and deploy 22 Panzer Division until 9th May, and before 
swinging north it had to fight off a strong tank attack. Then rain set in and continued all night, 
making it well-nigh impossible for the Luftwaffe's close-support units to co-operate or for the 
tanks to make any headway on the morning of 10th May. Though the weather cleared in the 
afternoon, the twenty-four-hour time-lag was liable to be our undoing in an operation so 

dependent on speed of movement. It was consoling to know that before the rain started 
Brigade Group Groddek had been able to move swiftly east — a fact which subsequently 
enabled it to frustrate every enemy attempt to form a front further back. Evidently the enemy 
had not anticipated such a bold drive into the depths of his communications zone. Unluckily 
the valiant brigade commander, Colonel v. Groddek, was severely wounded in the course of 

the operation and died soon afterwards. 

From 1 1th May onwards the operations proceeded without any serious hold-up. 22 Panzer 
Division got through to the coast in the north, bottling up some eight enemy divisions as it 
went, and the army was able to give the order for the pursuit to start. The troops, Rumanians 
included, strained every nerve to carry it through successfully, and by 16th May Kerch had 
fallen to 170 Division and 213 Regiment. Even then a great deal more heavy fighting was 
needed to mop up the enemy remnants which had trickled back to the east coast. 

Before the attack was launched I had once again moved into a command post close behind the 
front, and now I was out all day long visiting divisional staffs and the front-line troops. For a 
soldier there was something unforgettable about this tempestuous chase. All the roads were 
littered with enemy vehicles, tanks and guns, and one kept passing long processions of 
prisoners. The view from a hill near Kerch, where I had a rendezvous with General v. 
Richthofen, was quite breath-taking. Down below us, bathed in glorious sunshine, lay the 
Straits of Kerch - the goal we had dreamt of for so long. From the beach in front of us, which 
was crammed with Soviet vehicles of every possible description, enemy motor torpedo-boats 
made repeated attempts to pick up Soviet personnel, but they were driven off every time by 
our own gunfire. In order to spare our infantry any further sacrifices and bring about the 
surrender of the enemy elements still fighting back desperately along the coast itself, we had a 
mass artillery barrage laid down on these last pockets of resistance. 

By 1 8th May the Battle of the Kerch Peninsula was over. Only small groups of the enemy 
continued to hold out in subterranean caves around Kerch for weeks to come under the 
pressure of a few fanatical commissars. According to the returns sent in, some 170,000 
prisoners, 1,133 guns and 258 tanks had fallen into our hands. 

Five German infantry divisions and one armoured, together with two Rumanian infantry 
divisions and one cavalry brigade, had annihilated two whole Soviet armies of twenty-six 
formations. Only negligible elements of the enemy had escaped across the straits of Kerch to 
the Taman Peninsula. A true battle of annihilation had been fought to a victorious finish! 


Eleventh Army still faced the hardest task of all: the conquest of Sevastopol. 

I had already apprised Hitler of our intentions regarding the assault on the fortress during a 
visit to his headquarters in mid- April. It was the first time I had met him since submitting my 
views to him on the conduct of the offensive in the west in February 1940. Even at this second 
meeting I had the impression that he was not only extremely well informed on every detail of 

the battles fought to date, but also thoroughly appreciated the operational arguments 
expounded to him. He listened attentively to what I had to say and fully agreed with Eleventh 

Army's view on the way to conduct both the Kerch offensive and the assault on Sevastopol. 

He made not the least effort to interfere in our plans or, as was so often the case later on, to 
ramble off into endless recitations of production figures. 

One vital question was not discussed on that occasion, however: whether, in view of the 
offensive planned in the Ukraine, it was right to commit the whole of Eleventh Army to an 
attack on the powerful Sevastopol fortress for a period that could not be predetermined with 
any real certainty, particularly now that the victory on the Kerch peninsula had removed the 

threat in the Crimea. The settlement of this problem was clearly a matter for the Supreme 
Command, not for our own headquarters. Speaking for myself, I believed at the time, and still 
do today, that the decision to make Eleventh Army take Sevastopol first was the correct one. 
Had we continued merely to invest the fortress, a good three or four German divisions, plus 
the Rumanian forces - in other words, half Eleventh Army - would have continued to be tied 

up in the Crimea. 

What was undoubtedly a mistake, however, was the Supreme Command's decision, after 
Sevastopol's timely fall, to withdraw Eleventh Army from the southern wing of the Eastern 
Front for use at Leningrad and for patching up gaps in the line. After the fall of Sevastopol 
this army ought - as originally planned - to have been taken across the Straits of Kerch to the 
Kuban to intercept the enemy forces falling back on the Caucasus from the lower Don before 
Army Group A. Had the time factor not permitted this, it should at any rate have been taken 
into reserve behind the southern wing. The Stalingrad tragedy might then have been averted. 

Immediately after the Kerch operation Eleventh Army began regrouping for the assault on 


42 Corps was made responsible for safeguarding the Kerch peninsula and the south coast of 
the Crimea. The only German troops left to it for this purpose were those of 46 Infantry 
Division, in addition to which it had 7 Rumanian Corps, comprising 10 and 19 Infantry 
Divisions, 4 Mountain Division [ Identical with the 4 Mountain Brigade mentioned earlier. 
The Rumanians had changed the designation of these mountain brigades without in fact 
increasing their strength to that of a division. Jr.] and 8 Cavalry Brigade. All other forces 

were forthwith dispatched to Sevastopol. 

[22 Panzer Division had to be handed over to Southern Army Group. Author.] 

There could be no shadow of doubt that the assault on the fortress would be even tougher than 

that of the previous December, the enemy having had half a year in which to tighten up his 
fortifications, bring his manpower up to strength and stock up with stores from across the sea. 

The strength of the Sevastopol fortress consisted less in up-to-date fortifications - though a 
certain number of these did exist - than in the extraordinary difficulty of the ground, which 
was dotted with innumerable smaller defence installations. These formed a thick network 
covering the entire area from the Belbek valley to the Black Sea coast. 

The whole of the ground between the Belbek valley and Severnaya Bay in particular 
constituted a strongly developed fortress belt. 

The northern front ran south of the Belbek, though north of this, too, the enemy had an 
extensive strong-point around and northwards of the locality of Lyubimovka. The valley itself 
and the slopes rising away to the south were enfiladed by a 30.5-cm. battery housed in a 

thoroughly up-to-date armoured emplacement, known to us as 'Maxim Gorki I'. The slopes 
themselves were covered by a thick net of fieldworks 1 mile deep, some of which were 
concreted. Behind these came a series of strongly built, mainly concreted strong-points which 
our troops had nicknamed 'Stalin', 'Volga', 'Siberia', 'Molotov', 'G.P.U.' and 'Cheka', and which 

were mutually linked by a chain of dug-in positions. A final barrier to the northern shore of 
Severnaya Bay was formed by a defence zone of strong-points which included 'Donetz', 'Don', 
'Lenin', the fortified locality of Bartenyevka, the old North Fort and the coastal batteries on 
'Battery Headland'. Into the cliffs overlooking the bay the Russians had driven chambers for 

storing supplies and ammunition. 

The eastern front branched off the northern one at a point about a mile and a quarter east of 
the village of Belbek, the hinge between the two being protected by the precipitous Kamyshly 
Ravine. The northern part of this eastern front ran through a stretch of the dense undergrowth 

with which the steep spurs of the Vaila Mountains in this area are covered. In this 
undergrowth there were countless small pockets of resistance - some of them nestling in holes 
blown in the rock - which an attacker could hardly touch with his artillery. This wooded 
northern sector of the eastern front ended in the steep cliffs south and south-east of the 

locality of Gaytany. 

Though the woods petered out further south, the ground became increasingly difficult down 
towards the coast, where it resembled a range of rocky mountains. 

Access to the southern fortress zone on both sides of the highway leading from the south coast 
to Sevastopol was barred in the first instance by a series of steep, dome-shaped summits 
which the Russians had converted into powerful strong-points. Crimea veterans will 
remember such names as 'Sugarloaf, 'North Nose', 'Chapel Mount' and 'Ruin Hill'. Then came 
the strongly defended village of Kamary, and finally the rocky massif north-east of the Bay of 
Balaclava. The enemy had been able to hold his own here when 105 Infantry Regiment 
achieved its bold capture of Balaclava Fort in autumn 1941. Penetration of this chain of 
fortified summits and cliffs was rendered all the more difficult by the fact that one hill always 

flanked the next. 

Behind this forward defence zone in the south, north of the road from Sevastopol, rose the 
massif of the Feyukiny Heights, which was extended southwards to the coastal range by 
strong-points like 'Eagle's Perch' and the fortified village of Kadykovka. All these formed a 
sort of foreground to the strongest of the enemy's fortifications, which were established along 
the Zapun Heights. The latter are a range of hills with steep eastern slopes, beginning at the 
cliffs of Inkerman and dominating the valley of the Chornaya down to the south of Gaytany. 

There they turn south-west to bar the road to Sevastopol and finally link up with the sea 
through 'Windmill Hill', the western spur of the coastal range. The Zapun position, by virtue 
of its sharp drops and possibilities for mutual flanking fire, is extremely difficult for infantry 
to attack, and artillery observers up there command the entire fortress area as far as the eye 
can see. These Heights, incidentally, were the line held by the Western Powers during the 
Crimean War to cover the rear of their attack on Sevastopol against the Russians' idle 

relieving army. 

But even when he had taken this commanding position, the attacker's troubles were still not 

over. Ranged along the coast were the coastal batteries, including 'Maxim Gorki II' in its 
armoured emplacement. There was also a wide semi-circle of continuous defences round the 
city itself, beginning at Inkerman on Severnaya Bay and rejoining the latter by Streletskaya 

Bay. It was composed of an anti-tank ditch, a barbed-wire obstacle and numerous pill-boxes, 
and included the British Crimean War cemetery south-east of Sevastopol, which the Russians 
had converted into a strong battery emplacement. 

Finally there were a line of fortifications running hard along the periphery of the city and also 
several traverses screening the peninsula of Khersones towards the east. The Russians have 

always been known for their skill in laying out and camouflaging field defences, and at 
Sevastopol they had the added advantage of holding a stretch of country which offered them 
excellent opportunities for flanking fire. The rocky nature of the ground, moreover, made it 
possible to keep the cover for guns and mortars so narrow that they could practically only be 
destroyed by direct hits. And since we were dealing with Russians, it was a matter of course 
that extensive minefields had been laid not only along the front of the various defence zones, 

but also right inside them. 

When considering how the assault on the fortress area should be conducted, Eleventh Army 
arrived at essentially the same conclusions as it had done the previous winter. We could not 
entertain any idea of using the central portion of the siege front for a decisive operation 
because artillery and air support - our two main trumps - could never become entirely 
effective in the wooded area there and our losses would be far too great. We thus had no 
choice but to attack once again from the north and north-east and in the south of the eastern 


This time, too — at least to begin with - the main punch was to be delivered in the north, for 

although the enemy fortifications were undoubtedly stronger and more numerous in the 
northern area of the fortress above Severnaya Bay than in its southern part, the going there 
was far easier. Above all, the artillery and Luftwaffe could be used to infinitely greater effect 
in the north than in the hilly country of the southern sector. 

Of course, there still had to be an attack in the south as well. For one thing, it was important to 
split the enemy's defence by attacking from several sides at once. For another, he must be 
expected to hold out in the city itself and on the Khersones headland even after losing the 
fortified area north of Severnaya Bay. We had to remember that the task facing us at 
Sevastopol involved not only taking a fortress but also fighting an army which was certainly 
our match numerically even if it were inferior in material. 

[According to the data available to Eleventh Army, the order of battle of the troops in the 
fortress at that time was as follows: H.Q. Coast Army (General Petrov); 2, 25, 95, 172, 345, 
386 and 388 Rifle Divisions, 40 (dismounted) Cavalry Division, and 7, 8 and 79 Marine 
Brigades. (The badly battered Coast Army divisions which had escaped into the fortress 
earlier on were now believed to be fully up to strength again.) Author.] 

The factor that had primarily guided our assault tactics in the winter - the need to gain 
command of the harbour at the earliest possible date - was no less important, however. As 
long as Eleventh Army had 8 Air Corps in support, the enemy would no longer be at liberty to 

supply himself by sea. 

Such were the considerations on which Eleventh Army based its plan for 'Sturgeon', the code- 
name of the operation. 

We intended to attack on the northern front and the southern part of the eastern front, while 
keeping the enemy pinned down in the central sector from Mekensia to Verkh-Chorgun. In 
the north the first objectives were the northern shore of Severnaya Bay and the heights around 
Gaytany, in the south the capture of the dominating heights of the Zapun position on both 
sides of the roads leading from the south coast and Balaclava to Sevastopol. 

The attack in the north was to be carried out by 54 Corps, comprising 22, 24, 50 and 132 
Infantry Divisions (commanded by Generals Wolff, Baron v. Tettau, Schmidt and 
Lindemann) and a reinforced 213 Infantry Regiment. The corps' orders were to keep its forces 
rigidly concentrated in the main direction of assault on the high ground north of the eastern 
part of Severnaya Bay. All parts of the fortified zone bypassed in the first instance were to be 
pinned down with a view to taking as many of them as possible from the rear later on. The left 
wing of the corps was to gain possession of the heights of Gaytany and the ground to the 
south-east of the latter in order to clear the way for the Rumanian Mountain Corps' 

subsequent advance further south. 

The attack in the south was to be directed by H.Q. 30 Corps, with 72 and 170 Infantry 
Divisions and 28 Light Division under command. 

[Commanded by Generals Miiller-Gebhard, Sander and Sinnhuber respectively. Author.'] 

Its first job was to gain the starting line and artillery observation posts for the advance 
towards the Zapun Heights. To achieve this it had to capture the enemy's foremost defence 
zone based on the strong-points of 'North Nose', 'Chapel Mount', 'Ruin Hill', Kamary and 
'High Cliff south of Kamary and to eliminate flanking fire from the rocky heights east of 
Balaclava in the south. To solve this problem 72 Infantry Division was to advance along both 

sides of the highway to Sevastopol, while 28 Light Division - in accordance with its 
specialized role - had to capture the most northerly summits of the range of mountains east of 
Balaclava Bay. 170 Division was kept in reserve for the time being. Because of the peculiarly 
rugged terrain in this sector, the tasks in question could only be solved by carefully prepared 

local attacks. 

Sandwiched between the two big assault groups, the Rumanian Mountain Corps was initially 
responsible for pinning down the enemy on its own front. In particular, 1 8 Rumanian Division 

was to carry out local attacks and an artillery bombardment to protect 54 Corps' left wing 
against enemy flanking action from the south. Further south, 1 Rumanian Mountain Division 
was to support 30 Corps' northern wing by capturing the Sugar Loaf. 

In making its artillery preparations for the attack, Eleventh Army dispensed with the 
intensive barrage so popular with our opponents. In view of the peculiar nature of the ground 

and the endless number of enemy positions, this could not be expected to have any decisive 
effect nor should we have enough ammunition available. Instead, the preparations would start 

five days before the infantry assault, beginning with an air attack and all-out artillery strafe 
against supply lines and points where enemy reserves were known to be concentrated. In the 
five days that followed our gunners were to beat down the enemy artillery by steady observed 

fire and soften up positions in the enemy's foremost defence zone. Throughout this period 8 

Air Corps would be making continual attacks on the city, harbour, supply installations and 


And now a word about our artillery strength. 

Eleventh Army had naturally called in every gun within reach for the attack, and O.K.H. had 

made available the heaviest pieces available. 

In all, 54 Corps (artillery commander General Zuckertort) had at its disposal fifty-six heavy 

and medium batteries, forty-one light and eighteen mortar batteries, in addition to two 
battalions of assault guns. This made a total of 121 batteries, supported by two observation 


The heavy siege artillery included batteries of cannon up to a calibre of 19 cm., as well as 
independent howitzer and heavy-howitzer batteries with calibres of 30.5, 35 and 42 cm. 
Furthermore, there were two special 60-cm. guns and the celebrated 80-cm. Big Dora. This 

monster had originally been designed for bombarding the most formidable section of the 
Maginot Line, but had not been finished in time. It was a miracle of technical achievement. 
The barrel must have been 90 feet long and the carriage as high as a two-storey house. Sixty 
trains had been required to bring it into position along a railway specially laid for the purpose. 
Two anti-aircraft regiments had to be constantly in attendance. Undoubtedly the effectiveness 
of the cannon bore no real relation to all the effort and expense that had gone into making it. 
Nevertheless, one of its shells did destroy a big enemy ammunition dump buried 90 feet deep 
in the natural rock on the northern shore of Severnaya Bay. 

30 Corps' artillery was commanded by General Martinek, a particularly outstanding gunner 
officer who had previously held the same rank in the Austrian Army. Unfortunately he was 

later killed in the east as a corps commander. 

Altogether the corps had twenty-five heavy and medium, twenty-five light and six mortar 
batteries, as well as orte assault-gun and two observation battalions. Also assigned to it was 
300 Panzer Regiment, whose tanks were remote-controlled and carried high-explosive 


The Rumanian Mountain Corps had twelve medium and twenty- two light batteries with 

which to perform its holding task. 

A welcome addition to the assault artillery as a whole was provided by General v. Richthofen, 
Commander of 8 Air Corps, who turned over a number of his anti-aircraft regiments for use in 

a ground role. 

At no other time on the German side in World War II can artillery ever have been more 
formidably massed - particularly as regards the high calibres used - than for the attack on 
Sevastopol. Yet how trifling this seems when compared with the masses of guns later 
considered indispensable by the Russians for a breakthrough in open country! At Sevastopol 
the attacker had 208 batteries (excluding anti-aircraft) at his disposal over a 22-mile front. 
This meant an average of less than ten batteries to every mile of front, though the ratio was 
obviously higher in the actual assault sectors. The Soviet offensives of 1945 were based on a 

ratio of 400 guns to every mile of assault front! 

A few days before the attack I paid a brief visit to the south coast to take a closer look at 30 
Corps' own preparations. Our command post down there was a charming little Moorish-style 
palace, perched on a steep cliff overhanging the Black Sea coast and formerly the property of 
a grand duke. On the last day of my stay I made a reconnaissance trip in our only naval vessel, 

an Italian E-boat, along the coast to a point off Balaclava, my object being to ascertain how 

much of the coastal road, up which the whole of the corps' reinforcements and supplies must 
pass, was visible from the sea and liable to come under observed bombardment from that 
quarter. In the event - presumably out of respect for our Luftwaffe - the Soviet Black Sea 

Fleet ventured no such action. 

On the way back a calamity occurred just outside Yalta. Without any warning a hail of 
machine-gun bullets and cannon-shells began pumping into us from the sky. We were being 

strafed by two Soviet fighters which had swooped out of the sun, their sound having been 
drowned by the roar of our own powerful engines. In a matter of seconds seven of the sixteen 
persons on board were dead or wounded and the heat from the flames threatened to detonate 
the torpedoes slung alongside. The behaviour of the captain, a young Italian sub-lieutenant, 
was beyond all praise, and he showed immense presence of mind in the steps he took to save 
us and his ship. Disregarding the danger of mines, 'Pepo', my A.D.C., dived into the water and 
swam to the nearby shore, where - still stark naked - he stopped a passing truck. With this he 
dashed into Yalta and got the help of a Croatian motor-boat to tow us into harbour. It was a 
dismal journey. One Italian petty officer was dead and three sailors wounded. Captain v. 
Wedel, the port commandant of Yalta, had also been killed. But at my feet, severely wounded 

in the thigh, lay the truest comrade of all, my driver, Fritz Nagel. The Italian sub-lieutenant 
tore off his own shirt to use it as a makeshift bandage, but it was almost impossible to staunch 

the flow of blood from the artery. 

Fritz Nagel came from Karlsruhe and had been my driver since 1938. We had seen and lived 
through so very much together, and he had already been wounded at my side once before 

during our time with 56 Panzer Corps. Throughout the years he had been a devoted comrade 

and in time had become a real friend to me. He had fine, frank brown eyes and not a trace of 
servility in his make-up. Sportsman-like and thoroughly decent by nature, he was a keen, 
cheerful soldier who had won the hearts of comrades and superiors alike. As soon as we 

touched land I took him straight to the field hospital. An operation was attempted, but he had 
already lost too much blood, and the same night his young light went out. We buried him 

alongside all our other German and Italian comrades in the Yalta cemetery high above the sea 
- perhaps one of the most lovely spots on the whole of that glorious coastline. 

I sent Fritz Nagel's parents a copy of the words I spoke at his graveside. 

But war waits for no man, not even for his thoughts. A few days later Eleventh Army's 
tactical headquarters, reduced to a bare minimum of personnel, set up a command post on the 
Sevastopol front at Yukhary Karales, a Tartar village nestling in a narrow valley among the 
cliffs. The Russians must have known that a command staff with its own signals section had 
moved in there, for every evening their 'duty pilot' flew over in an old Rata - known to the 
troops as a 'sewing machine' - to drop a stick of bombs, fortunately without ever doing the 
slightest damage. On a cliff-top above the village, in the Cherkess-Kermen mountains, where 
the Goths had once built their stronghold, we had established an observation post, and on the 
evening of 6th June we went up to watch the infantry assault go in along the entire front next 
morning. It was here, in a small dugout adjoined by an observation trench equipped with 

stereo-telescopes, that the Chief-of-Staff, the heads of the operations and intelligence 
branches, 'Pepo' and I spent the still hours of the night before the storm. Once again it was 
'Pepo' who introduced a cheerful note into an otherwise pensive evening. 

It had been suggested that I should issue an Order of the Day to the troops pointing out the 
importance of the impending battle. Generally speaking, I am not in favour of exhortations of 

this kind. Quite apart from the fact that they seldom get past the battalion orderly-rooms, our 
troops did not need reminding what was at stake. Since it was the usual thing to do on such 
occasions, however, I wrote out a few words on a sheet of paper and handed it to 'Pepo' for 
transmission to all corps headquarters. Shortly afterwards he returned to report: 'Herr 
General-oberst, I've passed on the blurb.' It was a cheeky thing to say, but he was only 
expressing the ordinary soldier's view of such proclamations, and we all had a good laugh 

over it. 

On the morning of 7th June, as dawn turned the eastern sky to gold and swept the shadows 
from the valleys, our artillery opened up in its full fury by way of a prelude to the infantry 
assault. Simultaneously the squadrons of the Luftwaffe hurtled down on to their allotted 
targets. The scene before us was indescribable, since it was unique in modern warfare for the 
leader of an army to command a view of his entire battlefield. To the north-west the eye could 

range from the woodlands that hid the fierce battles of 54 Corps' left wing from view right 
over to the heights south of the Belbek valley, for which we were to fight so bitterly. Looking 
due west, one could see the heights of Gaytany, and behind them, in the far distance, the 
shimmer of Severnaya Bay where it joined the Black Sea. Even the spurs of the Khersones 
peninsula, on which we were to find vestiges of Hellenic culture, were visible in clear 
weather. To the south-west there towered the menacing heights of Zapun and the rugged cliffs 

of the coastal range. At night, within the wide circumference of the fortress, one saw the 
flashes of enemy gun-fire, and by day the clouds of rock and dust cast up by the bursts of our 
heavy shells and the bombs dropped by German aircraft. It was indeed a fantastic setting for 

such a gigantic spectacle ! 

At Sevastopol there was something more than an attacking army confronted by an adversary 
who was at least its numerical equal, something more than artillery and aircraft of the most 
modern design pounding away at fortifications embedded in steel, concrete and granite. 
Sevastopol was also the spirit of the German soldier- all his courage, initiative and self- 
sacrifice contending with the dogged resistance of an opponent whose natural elements were 
the advantage of terrain and the tenacity and steadfastness of the Russian soldier reinforced by 
the iron compulsion of the Soviet system. It is impossible to depict this struggle which was to 
go on for a round month in the most scorching heat (even early-morning temperatures being 
as much as 106° F.), in terms that would do justice to the feat of either attacker or defender. 
What our troops achieved in this battle would be worthy of an epic, but there is only space 
here for a brief account of a contest that must be almost unparalleled in its severity. 

On its right wing 54 Corps had directed 132 Division to launch a frontal attack across the 
Belbek valley towards the commanding heights to the south of it, leaving out the enemy 
bridgehead of Lubyimovka. To the left of it 22 Infantry Division had the task of opening the 
way across the valley for 132 Division by thrusting south of the Belbek from the east, over the 
Kamyshly gully. To the left of that, 50 Infantry Division, attacking through the locality of 
Kamyshly, was to join this thrust in a south-westerly direction. On the extreme left wing of 
the corps, in the mountainous woodlands, 24 Infantry Division was to work its way forward 
towards the heights of Gaytany, its left flank being covered by 18 Rumanian Division. 

As a result of overwhelming support by the powerful assault artillery and the incessant attacks 
of 8 Air Corps, it was possible to cross the Kamyshly gully and Belbek valley on the first day 
and gain a footing on the commanding heights south of the latter. 

Down in the south, 30 Corps' first job was to gain possession of the jumping-off positions for 
its own follow-up attack on both sides of the highway to Sevastopol, which was not to be 

launched until some days later. 

The second phase of the offensive, lasting up to 17th June, was marked on both fronts by a 
bitter struggle for every foot of ground, every pill-box and every trench. Time and again the 
Russians tried to win back what they had lost by launching violent counter-attacks. In their 
big strong-points, and in the smaller pill-boxes too, they often fought till the last man and the 
last round. While the main burden of these battles was borne by the infantry and engineers, 

the advanced observation posts of our artillery still deserve special mention, since it was 
chiefly they who had to direct the fire which made it possible to take individual strong-points 
and pill-boxes. They, together with the assault guns, were the infantry's best helpmates. 

On 13th June the valiant 16 Infantry Regiment of 22 Division, led by Colonel v. Choltitz, 
succeeded in taking Fort Stalin, before which its attack had come to a standstill the previous 
winter. The spirit of our infantry was typified by one wounded man of this regiment, who, 
pointing to his smashed arm and bandaged head, was heard to cry: 'I can take this lot now 

we've got the Stalin!' 

By 17th June it had been possible, though at the cost of heavy losses, to drive a deep wedge 
into the fortified zone in the north. The positions of the second defence line, 'Cheka', 'GPU', 

'Siberia' and 'Volga', were in our hands. 

By the same date 30 Corps was likewise able to drive a wedge into the advanced defence 
zones in front of the Zapun positions. In the course of heavy fighting the fortified strongpoints 
of "North Nose', 'Chapel Mount' and 'Ruin Hill' fell to 72 Division, while 170 Division took 
Kamary. To the north of the corps, after a series of fruitless charges, 1 Rumanian Mountain 
Division finally won the 'Sugar Loaf. 28 Light Division, on the other hand, was advancing 
only very slowly over the rugged cliffs of the coastal range, 'Rose Hill' and 'Vermilion I and 
II', since the only mode of action to adopt in that maze of clefts and chasms was to leap-frog 
raiding parties from one point to the next, a process which entailed considerable losses. 

Despite the price we had paid for these successes, however, the outcome of the offensive 
seemed to be very much in the balance for the next few days. The endurance of our own 
troops was visibly running out. In the case of 54 Corps it was found necessary to take 132 
Division temporarily out of the line in order to exchange its sorely tried regiments for those of 
46 Division in the Kerch peninsula. Its place was taken by 24 Division, which had to be 
released from the left wing of the corps for this purpose. 

At the very same time Eleventh Army found itself under pressure from O.K.H. to release 8 
Air Corps for the Ukraine offensive unless any prospect could be offered of Sevastopol's early 
fall. We, for our own part, insisted that the attack must at all costs go on until final success 
was achieved, which in turn depended on the continued presence of 8 Air Corps. In the end 

our view prevailed. 

Yet who at that time, faced with the dwindling strength of our infantry, could have guaranteed 
the early fall of the fortress? Realizing that the strength of our own troops might give out 
prematurely, Eleventh Army asked to be supplied with three extra infantry regiments - a 

request which O.K.H. duly approved. They were at least to arrive in time for the final phase of 

the struggle. 

In the existing situation it was found expedient in the case of both assaulting corps to take 
advantage of an attacker's ability to switch the direction or main effort of his assault as he 
pleases, and thereby to take the enemy by surprise. 

54 Corps turned west, committing 213 Infantry Regiment and 24 Division to battle as it did 
so. 213 Regiment, led by Colonel Hitzfeld, took the armour-plated battery 'Maxim Gorki I', 
one of whose guns had already been put out of action by a direct hit from a siege battery. The 

other was demolished by our engineers, who had succeeded in getting on to the top of it. 
However, the garrison of the fort, which went several storeys deep, did not surrender until our 

engineers had blown their way in through the turrets at ground level. In the course of one 
attempted break-out the commissar in command was killed, whereupon his men surrendered 
with the name of Christ trembling on their lips. After that 24 Division was able, by 21st June, 
to clear the rest of the northern sector along the west coast as far as the fortifications guarding 

the entrance to Severnaya Bay. 

In the case of 30 Corps, too, a surprise alteration in the focal point of the attack brought about 
an important success by 17th June. The corps resolved to halt the advance across the northern 
chain of the coastal range east of Balaclava and to concentrate its forces on and immediately 
south of the main road for a surprise thrust. There was only artillery to counteract any flank 
action from the direction of the coastal range. 72 Division duly succeeded in over-running the 

enemy's positions south of the road, and its reconnaissance battalion, led by Major Baake, 
boldly exploited this initial gain by pushing straight through the floundering enemy as far as 

'Eagle's Perch' in front of the Zapun line. In the early morning of 18th June the battalion 
managed to take the strongly defended 'Eagle' position and to remain in possession there until 
the division could move reinforcements up. This having been achieved, it was possible to 
extend our penetration of the enemy defence system northwards. 

In the subsequent and third phase success was again achieved by sudden shifts in the focal 
point of the attack, particularly on the part of the artillery. In the north this meant the full 
attainment of the first objective, Severnaya Bay, and in the south possession of our jumping- 

off positions for the assault on the Zapun line. 

In the northern sector the whole fire of the artillery was concentrated to permit 24 Division to 
take the peninsula forts dominating the entrance to Severnaya Bay. The most formidable of 
these was the antiquated but still powerful strong-point known as North Fort. 

22 Division gained control along its whole front of the cliffs over-looking Severnaya Bay. 
There was extremely hard fighting for the railway tunnel on the boundary between 22 and 50 
Divisions, out of which the enemy launched a strong counter-attack with a brigade that had 
recently arrived by cruiser. The tunnel was finally captured by shelling its entrance. Not only 
hundreds of troops came out but an even greater number of civilians, including women and 
children. Particular difficulty was experienced in winkling the enemy out of his last hide-outs 
on the northern shore of the bay, where deep galleries for storing supplies and ammunition 
had been driven into the sheer wall of rock. These had been equipped for defence by the 
addition of steel doors. Since the occupants, under pressure from their commissars, showed no 
sign of surrendering, we had to try to blow the doors open. As our engineers approached the 

first of them, there was an explosion inside the casemate and a large slab of cliff came 
tumbling down, burying not only the enemy within but also our own squad of engineers. The 

commissar in command had blown the casemate and its occupants sky-high. In the end a 
second-lieutenant from an assault battery, who had brought up his gun along the coastal road 

regardless of enemy shelling from the southern shore, managed to force the other casemates to 
open up after he had fired on their embrasures at point-blank range. Crowds of completely 
worn-out soldiers and civilians emerged, their commissars having committed suicide. 

Thirdly, 50 Division, which had some hard fighting to do in the thicket-covered country of its 
own sector, was able to reach the eastern end of Severnaya Bay and gain possession of the 
heights of Gaytany dominating the mouth of the Chornaya valley. 

To the left of it, the right wing of the Rumanian Mountain Corps was fighting its way forward 
through wooded country over the hills south-east of Gaytany. General Lascar, who later went 
into captivity at Stalingrad, was the life and soul of this advance. 

30 Corps, too, made gains by sudden changes in the direction of its attack. Taking advantage 
of the capture of Eagle's Perch by 72 Division, it swung 170 Division round from the south to 
attack the Fedyukiny massif. The enemy, whose eyes were turned east and who was probably 

already expecting an attack on the Zapun Heights themselves, was taken completely by 
surprise, and it was possible to take the massif relatively quickly. This secured a firm base for 

the decisive assault on the Zapun line. 

During the same few days some progress was also made by the left wing of the Rumanian 

Mountain Corps (1 Mountain Division). 

Eleventh Army thus found itself in possession of almost the whole outer belt of the fortress by 
the morning of 26th June. The enemy had been thrown back into the inner fortified zone 
whose northern front was formed by the precipitous rock-face of Severnaya Bay's southern 
shore and whose eastern front ran from the heights of Inkerman along the Zapun range to the 

cliffs around Balaclava. 

Eleventh Army now had to decide how to break open this inner ring of fortifications. It was 
taken for granted that the enemy in Sevastopol would continue to resist as bitterly as before - 
particularly as none of the statements issued by his immediate superiors, Crimean Front 
Headquarters, encouraged any hope of an evacuation. 

On the other hand, the fact had to be faced that though the enemy's reserves might be largely 
expended, the offensive capacity of the German regiments was also virtually at an end. 

In recent weeks I had spent all my mornings and afternoons visiting corps staffs, artillery 
commanders, divisions, regiments, battalions and gunner observation posts. I was only too 
well aware of the state of our units. The regiments had dwindled away to a few hundred men 
each, and I remember one company being pulled out of the line with a strength of one officer 

and eight men. 

How, then, were we going to finish off the battle for Sevastopol, now that 54 Corps had 
Severnaya Bay before it and 30 Corps was facing the difficult assault on the Zapun Heights? 

The ideal solution at this point would have been to switch the weight of the entire offensive to 
30 Corps on the southern wing. In practice, however, this was just not possible. Moving the 
divisions alone was bound to take several days, and in this time the enemy would have an 
opportunity to recover his strength. In the frontal area the two sectors were linked by only one 
narrow road which we had taken immense trouble to build through the mountains the previous 

winter. In any case, it could not bear the weight of the heavy artillery, and the task of moving 
that quantity of guns round by way of Yalta and stocking them with ammunition when they 
reached the southern sector would have taken weeks to complete. An additional factor to bear 
in mind was the Supreme Command's intention of withdrawing 8 Air Corps from the Crimea 

at an early date. 

Immediately after 22 Division reached Severnaya Bay, I had been down to visit its regiments 

in order to obtain a general view of the situation from an observation post on the northern 
shore. Before me lay a stretch of water between half a mile and 1,000 yards wide where whole 

fleets had once lain at anchor. On the far side, to the right, was the city of Sevastopol, and 
straight ahead a wall of cliff honeycombed with enemy positions. It occurred to me that from 
here - in other words, from the flank - one should be able to unhinge the Zapun fortifications, 
for the last direction from which the enemy seemed likely to expect an attack was across 

Severnaya Bay. 

When I first discussed this plan of mine with 54 Corps and a number of subordinate 
commanders, there was a great deal of head-shaking and scepticism. How, they asked, could 
assault boats get across that broad stretch of bay in the face of the formidable array of guns 
and fortifications overlooking the southern shore? How, for that matter, were the assault boats 
even to be got to the shore and loaded with troops when the sole access to the water was down 
one or two steep ravines which could obviously be kept under fire by the enemy on the 

southern coast? 

For the very reason that it appeared impossible, however, an attack across Severnaya Bay 
would take the enemy unawares and might well be the key to success. Despite all the 
objections raised, therefore, I stuck to my plan - hard though it was to order such a hazardous 
undertaking when one's own position prevented one from taking part. 

Once the decision had been taken, everyone involved set about its execution with the utmost 

energy. In this connexion a special word of appreciation is due to the engineers, who had 
already given an excellent account of themselves alongside the infantry in the fighting for the 

pill-box positions. 

The general offensive against the inner fortress area -54 Corps crossing Severnaya Bay and 30 

Corps assaulting the Zapun heights — was due to start early on the morning of 29th June. 
Already on 28th June 50 Division had succeeded in crossing the lower course of the Chornaya 
and taken the Inkerman. This was the scene of a tragedy that shows with what fanaticism the 
Bolsheviks fought. High above the Inkerman towered a sheer wall of cliff extending far away 
to the south. Inside it were enormous chambers which had served as cellarage for the Crimean 
champagne factories. Alongside the large stocks of wine the Bolsheviks had dumped 
ammunition, but now they were also using the chambers to accommodate thousands of 
wounded and refugees. Just as our troops were entering the Inkerman the whole cliff behind it 
shuddered under the impact of a tremendous detonation, and the co-foot wall of rock fell in 
over a length of some 900 yards, burying thousands of people beneath it. Though the act of a 
few fanatical commissars, it was a measure of the contempt for human life which had become 

a principle of this Asiatic Power! 

During those midnight hours of 28th - 29th June in which the preparations for the crossing of 
Severnaya Bay were being made, a tremendous tension gripped everyone connected with the 
operation. In order to blanket all noise from the northern shore, 8 Air Corps kept up an 

incessant air raid on the city. The whole of the artillery stood by to begin a murderous 
bombardment of the cliff-tops on the southern shore the very moment any fire from there 
showed that the enemy had perceived what we were about. But everything remained quiet on 
the other side, and the difficult job of launching and loading the assault boats went off without 
a hitch. At one o'clock the first wave from 22 and 24 Divisions pushed off and headed for the 
opposite shore. The crossing, which obviously took the enemy absolutely by surprise, turned 
out a complete success, for by the time the enemy defences on the cliffside went into action 

our sturdy grenadiers had gained a firm footing on the shore below. Any enemy weapons 
showing themselves from now on were quickly knocked out by our troops as they scaled the 
cliffs to the plateau above. With that the dreaded Zapun position was unhinged from the flank. 

At first light, however, our troops had also gone into action against the front of this position. 

On the left wing of 54 Corps, 50 Division and the newly committed 132 Division (now 
composed of the infantry regiments of 46 Division) moved off from positions around and to 
the south of Gaytany to assault the heights between the Inkerman and a point to the south of 
it. The attack received supporting flank fire from the artillery on the north shore of Severnaya 
Bay and was joined by the right wing of the Rumanian Mountain Corps. 

30 Corps likewise began its decisive push towards the Zapun line at daybreak, supported by 
the long-range batteries of 54 Corps and massed sorties by 8 Air Corps. While using its 
artillery to create the illusion that an attack on a broad front was pending, 30 Corps had 
assembled 170 Division as a task force in an extremely small area by the Fedjukiny Heights, 
and the latter, supported by assault guns, 300 Panzer Battalion and the direct fire of an anti- 
aircraft regiment, soon reached the high ground on both sides of the highway to Sevastopol. 
Taking advantage of the enemy's confusion, the division forthwith exploited far enough north, 
west and south for the corps to move its other divisions up to the crest. 

After the successful crossing of the bay, the fall of the Heights of Inkerman and the 
penetration of the Zapun positions by 30 Corps, the fate of the Sevastopol fortress was sealed. 

What now followed was a last desperate struggle that could neither stave off the defending 
army's utter defeat nor possibly benefit the Soviets as regards the overall operational situation. 

It would even have been superfluous from the viewpoint of military honour, for goodness 
knows the Russian soldier had fought bravely enough! But the political system demanded that 

the futile struggle should go on. 

Now that they had captured the cliffs on the south shore of the bay, the divisions of 54 Corps 
which had carried out the crossing were already inside the wide outer ring of positions which 

encompassed the city. So while elements of the corps mopped up this ring in a southerly 
direction, the main body was able to turn west and deal with the peripheral fortifications and 
the city itself. With the fall of the famous Fort Malakoff, that bulwark which had cost so much 
blood in the Crimean War, the corps was into the defences of Sevastopol proper. 

Meanwhile, before 29th June was out the two rear divisions of 30 Corps which had had the 
task of simulating a broad frontal attack - 28 Light Division and 72 Division - were pushed 

smartly through behind 170 Division. 

Once they had reached the Zapun positions already taken by the latter they were made to fan 

out to capture the Khersones peninsula. 

28 Light Division broke through the outer ring of fortifications south-east of Sevastopol by 
taking the English Cemetery. The Russians had developed this into a main strong-point of 
their outer ring of fortifications, and the marble monuments once erected to British soldiers 
were now in ruins. The new dead of this battle were lying over graves torn open by shelling. 
Then the division thrust south of the city to take it from the west in case it should be defended 
; or, alternatively, to head off an enemy break-out. 

170 Division's goal was the lighthouse on the extreme western tip of the Khersones peninsula 
- the spot from which Iphigeneia may have gazed, 'soulfully seeking the Grecian land'. 

On 72 Division devolved the task of thrusting along the south coast. Rolling up the Zapun 
positions in a southward direction, it first took the dominant 'Windmill Hill', and thereby 
secured the main road to Sevastopol for the use of the corps. It was followed by 4 Rumanian 
Mountain Division, which set about flushing the defence system round Balaclava from the 

rear, taking 10,000 prisoners in the process. 

After our experience of Soviet methods to date we were bound to assume that the enemy 
would make a last stand behind Sevastopol's perimeter defences and finally in the city itself. 
An order from Stalin had been repeatedly wirelessed to the defenders to hold out to the last 

man and the last round, and we knew that every member of the civil population capable of 

bearing arms had been mustered. 

Our headquarters would have been neglectful of its duty to the soldiers of Eleventh Army had 
it failed to take account of this possibility. A battle within the city would cause more heavy 
losses to the attacker. In order to obviate them we directed the artillery and 8 Air Corps to go 
into action once more before the divisions resumed their assault. The enemy was to be shown 
that he could not expect to extract a further toll of blood from us in house-to-house fighting. 

And so 1st July began with a massed bombardment of the perimeter fortifications and the 
enemy's strong-points in the interior of the city. Before long our reconnaissance aircraft 
reported that no further serious resistance need be anticipated. The shelling was stopped and 
the divisions moved in. It seemed probable that the enemy had pulled the bulk of his forces 

out to the west the previous night. 

But the struggle was still not over. Although the Soviet Coast Army had given up the city, it 
had only done so in order to offer further resistance from behind the defences which sealed 
off the Khersones peninsula - either in pursuance of Stalin's backs-to-the-wall order or else in 
the hope of still getting part of the army evacuated by Red Fleet vessels at night from the deep 
inlets west of Sevastopol. As it turned out, only very few of the top commanders and 
commissars were fetched away by motor-torpedo boat, one of them being the army 
commander, General Petrov. When his successor tried to escape in the same way, he was 

intercepted by our Italian E-boat. 

Thus the final battles on the Khersones peninsula lasted up till 4th July. While 72 Division 
captured the armour-plated fort of 'Maxim Gorki II', which was defended by several thousand 
men, the other divisions gradually pushed the enemy back towards the extreme tip of the 
peninsula. The Russians made repeated attempts to break through to the east by night, 
presumably in the hope of joining up with the partisans in the Yaila Mountains. Whole masses 
of them rushed at our lines, their arms linked to prevent anyone from hanging back. At their 
head, urging them on, there were often women and girls of the Communist Youth, themselves 

bearing arms. Inevitably the losses which sallies of this kind entailed were extraordinarily 


In the end the remnants of the Coast Army sought refuge in big caverns on the shore of the 
Khersones peninsula, where they waited in vain to be evacuated. When they surrendered on 
4th July, 30,000 men emerged from this small tip of land alone. 

In all, the number of prisoners taken in the fortress was over 90,000, and the enemy's losses in 

killed amounted to many times our own. The amount of booty captured was so vast that it 
could not immediately be calculated. A naturally strong fortress, reinforced and consolidated 
in every conceivable way and defended by a whole army, had fallen. The army was 
annihilated and the entire Crimea now in German hands. At just the right time from the 
operational point of view, Eleventh Army had become free for use in the big German 
offensive on the southern wing of the Eastern Front. 

I had spent the evening of 1st July with my immediate staff in our command post, a little 
Tartar dwelling in Yukhary Karales. The Soviet 'duty pilot' whose habit it had been to drop a 
few bombs in our valley around sundown had not shown up. Our thoughts went back to the 
battles of recent months and the comrades who were no longer with us. 

And then, over the radio, came a triumphal fanfare heralding the special communique on the 
fall of Sevastopol. Shortly afterwards the following message came over the teleprinter: 

'To the Commander-in-Chief of the Crimean Army 
Colonel-General v. Manstein 

In grateful appreciation of your exceptionally meritorious services in the victorious 
battles of the Crimea, culminating in the annihilation of the enemy at Kerch and the 

conquest of the mighty fortress of Sevastopol, I hereby promote you Field-Marshal. By 
your promotion and the creation of a commemorative shield to be worn by all ranks 

who took part in the Crimean campaign, I pay tribute before the whole German people 
to the heroic achievements of the troops fighting under your command. 




WHILE THE divisions of Eleventh Army were recovering from the hardships of the recent 
fighting and I was on leave in Rumania, the various formation staffs were to work out plans 
for a crossing of the Straits of Kerch preparatory to the army's joining in the big offensive 
which had meanwhile been launched on the German southern wing. Throughout my leave I 
was kept posted on the preparations by the visits of my Chief of Operations, Colonel Busse. 

Unfortunately all this planning proved quite fruitless, as Hitler, who was as usual chasing 
after too many objectives at once, over-rated the initial successes of the offensive and gave up 
his original intention of including Eleventh Army in the operations. 

Returning to the Crimea on 12th August I was disturbed to find a new directive from the 
Supreme Command awaiting me. The plan to take the army across the Straits had been 
dropped and replaced by an operation involving only H.Q. 42 Corps, 46 Division and certain 

Rumanian forces. Eleventh Army itself was earmarked for the capture of Leningrad, for 
which the artillery used in the assault on Sevastopol was already en route. Unfortunately three 

further divisions were detached from us. 50 Division was to remain in the Crimea. 22 
Division, now converted back into an airborne division, was sent to Crete, where though one 
of our best formations - it was to lie more or less idle for he rest of the war. Finally, when we 

were already on the move, 72 Division was diverted to Central Army Group to deal with a 
local crisis there. Thus all that ultimately remained of Eleventh Army's original order of battle 

were H.Q.s 54 and 30 Corps, 24, 132 and 170 Infantry Divisions and 28 Light Division. 
Irrespective of what the Supreme Command's motives may have been, this dismemberment of 

an army in which the same corps and divisions had worked together for so long was 
deplorable. Mutual acquaintanceship and the trust that comes of fighting hard battles together 
are factors of the utmost importance in war and should never be disregarded. 

But there was another aspect of even greater relevance. Could there be any justification for 
taking Eleventh Army away from the southern wing of the Eastern Front now that it was free 
in the Crimea and employing it on a task which was palpably less important - the conquest of 

Leningrad? On the German side, after all, the decisive results in that summer of 1942 were 
being sought in the south of the front. This was a task for which we could never be too strong, 
particularly as it was obvious even now that the duality of Hitler's objective - Stalingrad and 
the Caucasus - would split the offensive in two directions and that the further east it went the 
longer the northern flank of the spearhead must become. 

Subsequent events showed how much better it would have been to keep Eleventh Army on the 
southern wing, irrespective of whether it had been moved forward over the Straits of Kerch to 
stop the enemy from falling back on the Caucasus or had initially followed up the attacking 

army groups as an operational reserve. 

When I broke my flight north to call at Hitler's headquarters and talk over my new 
commitments, I discussed this problem in detail with the Chief of the General Staff, Colonel- 
General Haider. Haider made it quite clear that he completely disagreed with Hitler's proposal 
to try to take Leningrad in addition to conducting an offensive in the south, but said that Hitler 
had insisted on this and refused to relinquish the idea. However, when I asked if he thought it 

practicable to dispense entirely with Eleventh Army in the south he told me that he did. I 
myself remained sceptical, without of course being able to refute the Chief-of-Staff s opinion 

in advance. 

On the same occasion I was appalled to find how bad relations were between Hitler and his 
Chief-of-Staff. One of the points brought up at the daily conference was the local crisis which 

had developed in Central Army Group's sector in consequence of a limited Soviet offensive 

there - the same crisis, in fact, that had necessitated the detachment of our own 72 Division. 
When Hitler took this as an occasion for indulging in a tirade against the men fighting on the 

spot, Haider emphatically contradicted him, pointing out that the strength of the troops had 
long been overtaxed and that the high loss of officers and N.C.O.'s in particular had been 
bound to have repercussions. Though couched in thoroughly objective language, Haider's 
strictures provoked an out- burst of fury from Hitler. He questioned - in the most tactless 

terms - Haider's right to differ with him, declaring that as a front-line infantryman of World 

War I he was an infinitely better judge of the matter than Haider, who had never been in this 


The whole scene was so undignified that I pointedly left the map-table and remained away till 

Hitler calmed down and asked me to return. Afterwards I felt compelled to mention the 
incident to the Head of the Personnel Office, General Schmundt, who was also Hitler's chief 
military assistant. I told him it was quite impossible for the Commander-in-Chief and the 
Chief-of-Staff of the Army to be on terms like this and that either Hitler must listen to his 
Chief-of-Staff and show him at least the respect that was his due, or Haider must take the only 
course remaining open to him. Unfortunately nothing of the sort occurred, until the break 
came six weeks later with Haider's dismissal. 

On 27th August Eleventh Army headquarters arrived on the Leningrad front to investigate the 
possibilities of an attack in Eighteenth Army's sector and to settle on the plan for the assault 

on the city. It was intended that once this was done we should take over that part of 
Eighteenth Army's front which faced north, while the latter retained its eastern front on the 
Volkhov. The front earmarked for Eleventh Army was divided into three parts : the Neva 
sector from Lake Ladoga to the south-east of Leningrad; the actual assault front south of 
Leningrad ; and the front containing the extensive bridgehead still held by the Soviets on the 
south shore of the Gulf of Finland around Oranienbaum. 

In addition to powerful assault artillery, part of which had been brought up from Sevastopol, 
there were to be over thirteen divisions at the army's disposal, including the Spanish Blue 
Division, one armoured and one mountain division, and an SS brigade. Of these forces, 
however, since the Neva and Oranienbaum fronts would be requiring two divisions each, only 

nine and a half would be left for the attack on Leningrad. This was none too big a force 
considering that the enemy had an army there of nineteen rifle divisions, one rifle brigade, one 
frontier guard brigade and between one and two independent armoured brigades. 

In view of these relative strengths it would naturally have been of tremendous assistance to us 
if the Finns, who had forces sealing off the Carelian Isthmus in the north of Leningrad, had 
participated in the offensive. However, when the question was put to the German liaison 
officer at Finnish headquarters, General Erfurth, it emerged - that the Finnish High Command 
had declined to take part. The Finnish standpoint, according to the General, was that Finland 
had maintained ever since 1918 that her existence would never constitute a threat to 
Leningrad. This put any Finnish contribution to the offensive right out of the question. 

Eleventh Army thus found itself thrown entirely on its own resources for the execution of its 
mission. We were well aware that the success of the operation was somewhat problematical, 
and the fact that it need not have been necessary at all hardly made it any more palatable to 
us. In the summer of 1941 there had probably been a very good chance of taking Leningrad 
by a coup de main. Though in those early days Hitler himself regarded the early capture of the 

city as a main priority, the opportunity was missed for some reason or other. Later Hitler 
thought he could starve Leningrad out. This the Soviets foiled by supplying the city over Lake 
Ladoga, in the summer by ship and in the winter by a railway line laid across the ice. What 
the Germans were left with today was a front from Lake Ladoga to the west of Oranienbaum 
which was a steady drain on their resources. While its removal was certainly most desirable, 
the advisability of attacking the city just now, when an attempt was being made to force the 
issue in the south of the Eastern Front, was a debatable point. As Schiller once said: 'What we 

omit from a single hour is lost to all eternity.' 

Still, it was up to us to prepare as best we could for the attack we were called upon to make. 

To anyone reconnoitring along the front south of Leningrad the city seemed to lie within 
clutching distance, although it enjoyed the protection of a whole net of fieldworks distributed 
in depth. One could pick out the big Kolpino works on the Neva, which were still turning out 
tanks. The Pulkovo shipyards on the Gulf of Finland were also visible. In the distance were 
the silhouettes of St Isaac's Cathedral, the pointed tower of the Admiralty and the fortress of 
Peter and Paul. In clear weather it was also possible to see a battlecruiser on the Neva that had 
been disabled by gunfire. She was one of the 10,000-ton vessels we had sold to the Russians 

in 1940. 1 was sad to learn that several of the imperial residences I knew from 1931- the 
lovely Catherine Palace in Tsarskoe Selo, the smaller palace in the same place where the last 
Tsar lived, and the delightful Peterhof on the Gulf of Finland - had fallen victims to the war. 

They had been set on fire by Soviet shelling. 

We realized from our reconnaissance that Eleventh Army must on no account become 
involved in any fighting inside the built-up areas of Leningrad, where its strength would be 
rapidly expended. As for Hitler's belief that the city could be compelled to surrender through 
terror raids by 8 Air Corps, we had no more faith in this than had Colonel-General v. 
Richthofen, the force's own experienced commander. 

It was our intention, therefore, to begin by breaking through the front south of Leningrad with 
maximum artillery and air support, but not to carry the advance any further than the southern 
perimeter of the city. Thereupon two corps would turn east and quickly cross the Neva south- 
east of the city to destroy the enemy forces between there and Lake Ladoga, cut the supply 
route across the lake and isolate Leningrad from the east. Thereafter it should be possible to 
bring about the rapid fall of the city - like Warsaw before it - without any heavy house-to- 
house fighting. 

Unfortunately Schiller's dictum was soon to prove only too true. Quite naturally the enemy 
had not failed to notice the German build-up in the Leningrad sector, and as early as 27th 
August he launched an attack against Eleventh Army's eastern front, forcing us to engage 170 
Division just after its arrival. In the next few days it became clear that the Soviets were 
conducting a powerful relief offensive with the aim of forestalling our own attack. 

On the afternoon of 4th September I received a telephone call from Hitler in person. He told 
me it was essential that I intervene on the Volkhov front to prevent a disaster there; I was to 
assume command myself and restore the situation by offensive action. That very day the 
enemy had effected a deep breakthrough over a wide stretch of Eightteenth Army's slender 

front south of Lake Ladoga. 

Obviously it was somewhat embarrassing for us to relieve Eighteenth Army of command in 
its own sector just when a serious crisis had developed there. The headquarters staff had, quite 

understandably, been none too pleased to see us entrusted with so much as the attack on 
Leningrad. Even in the face of this open slight, however, it did everything possible to lighten 

our task in the absence of our own Q branch. 

Instead of the projected attack on Leningrad, a battle now developed south of Lake Ladoga. 

The enemy had succeeded in over-running a five-mile stretch of Eighteenth Army's front 
north of the railway line from Leningrad to the east and in penetrating some eight miles to a 
point above Mga, through which the line passed. The first problem was to halt the enemy with 

what forces Eleventh Army had available. At the cost of some hard fighting it was possible to 
do this in the next few days, and after assembling the rest of its divisions, which had arrived 

in the meantime, Eleventh Army was able to start its decisive counter-attack. This was 
launched from the two still-intact flanks in order to cut off the enemy spearhead at its root. 

The drive from the south was performed by 30 Corps, comprising 24, 132 and 170 Infantry 
Divisions and 3 Mountain Division, From the north came 26 Corps, the formation originally 

responsible here, with 121 Infantry Division, 5 Mountain Division and 28 Light Division 
under command. By 21st September, after heavy fighting, the enemy bulge had been 'tied off. 
In the next few days vigorous attacks by fresh enemy forces from the east were beaten off as 

they tried to relieve the encircled enemy spearheads. A similar attempt by the Leningrad 
Army, attacking with eight divisions across the Neva and from the front south of Leningrad, 

was equally unsuccessful. 

At the same time, however, we had to dispose of the strong enemy forces still trapped 
between Gaitolovo and Mga. As usual, despite the hopelessness of his position and the utter 
futility - even from the viewpoint of operations as a whole - of continuing the struggle, the 
enemy had no thought of giving in. On the contrary, he tried again and again to break out of 
the pocket. As the entire area was thickly wooded (we, incidentally, would never have 
attempted such a breakthrough in country of this sort), any attempt on our part to get our 
infantry to grips with the enemy would have caused us excessive losses. Consequently 
Eleventh Army brought over the greatest possible concentration of artillery from the 
Leningrad front in order to subject the pocket to a round-the-clock bombardment. In the space 

of only a few days this shelling, supplemented by repeated attacks by the Luftwaffe, had 
turned the forest area into a pock-marked wilderness relieved only by the stumps of what had 
recently been giant trees. The captured diary of a Soviet regimental commander later gave us 
some idea of what effect we had achieved. It also showed just how ruthless the commissars 
had been in forcing the troops in the pocket to prolong their resistance. 

By these methods we were able to end the fighting in the pocket by 2nd October. The enemy, 
Second Shock Army, had thrown no fewer than sixteen rifle divisions, nine rifle brigades and 
five armoured brigades into the battle, and, out of these, seven rifle divisions, six rifle 
brigades and four armoured brigades met their fate in the pocket. The remainder suffered 
extremely heavy losses in their fruitless attempts to batter a way through to the beleaguered 
force. Twelve thousand prisoners were taken, and over 300 guns, 500 mortars and 244 tanks 
were either captured or destroyed. The enemy's losses in dead many times exceeded the 

number of prisoners. 

While the task of restoring the position on Eighteenth Army's eastern front was thereby 
fulfilled, our own divisions' casualties had also been heavy and a considerable amount of the 

ammunition intended for the attack on Leningrad had been used up. In view of this, there 
could be no question of immediately going over to the offensive. Nonetheless, Hitler was at 
first unwilling to give up the idea of taking Leningrad, although he was not prepared to set 
more limited objectives. This, of course, would still not have achieved our object, which was 

to iron out the position on the Leningrad front once and for all, and Eleventh Army duly 
insisted that it could not undertake an operation against the city without an adequate rest and 

refit, let alone with insufficient forces. While these discussions dragged on and one plan 

superseded another, October passed by. 

It was more than frustrating to be stuck up here in the north when our offensive in the south of 
the front appeared to be petering out in the Caucasus and at the gates of Stalingrad. Not 
surprisingly, my A.D.C., Lieutenant Specht, once again felt the dissatisfaction which 
inevitably besets a young officer on a higher formation staff when there is nothing vital to 
occupy him. 'Pepo' began tugging at the bit and I, knowing how he felt, could not bring 
myself to deny him his wish. I sent him off to 170 Division, which was in action on the Neva 
and in whose ranks he had already fought for a time in the Crimea. The poor lad crashed in a 
Fieseler Storch while on his way to join his regiment, and we buried him on 25th October. 
His death was a sad blow to everyone, most of all to myself. Never again should we hear his 
clear voice and gay laugh. How I would miss this young comrade who had filled our many 

hours together with his merriment and been my companion on so many strenuous and 
dangerous trips, never once losing his brightness, self-confidence or drive ! After my good 
comrade Nagel, he was the second of my immediate associates to be snatched away from us 

by the war in the east. 

Just before Specht's burial I had to fly to the Supreme Headquarters to receive my field- 
marshal's baton. What a thrill it would have given him to have gone with me! 

As had always been the case with me to date, Hitler went out. of his way to be affable and 
spoke with warm appreciation of the way the troops of Eleventh Army had acquitted 
themselves in the battle of Lake Ladoga. I took this opportunity to impress my views on him 
regarding the excessive demands being imposed on our infantry. With such high losses as we 
were bound to have in the east when fighting an enemy as tough as the Russians, it was vitally 
important that the infantry regiments should always be brought back up to strength with the 
minimum possible delay. But when replacements never arrived on time - and none had ever 
done so since the Russian campaign began - the infantry had to go into action far below their 
proper strength, with the inevitable result that the fighting troops became more and more worn 

down as time went on. 

Now, we were aware that the Luftwaffe, on instructions from Hitler, was in the process of 
setting up twenty-two so-called Luftwaffe Field Divisions, for which it was able to spare 
170,000 men. There was nothing surprising in this. Goring had always done things on an 
extravagant scale in his own domain, not only where funds and installations were concerned, 
but also in regard to manpower. In the same vein the Luftwaffe had been established to take 

on operational commitments for which, as had since turned out, it was unable to find 
sufficient numbers either of air-crews or machines. This is not the place to inquire why things 

should have been allowed to come to such a pass. The essential fact was that the Luftwaffe 
had some 170,000 men to spare and could have spared them long ago, the dream of a strategic 
air war having ended, for all practical purposes, with the Battle of Britain. 

These 170,000 men were now to be concentrated in the Luftwaffe's own private units to fight 

a war on the ground. Considering what a wide choice had been open to the Luftwaffe in 
making its selections for these divisions, they Were doubtless composed of first-class soldiers. 
Had they been drafted to army divisions as replacements in autumn 1941 to maintain the latter 

at their full fighting strength, the German Army might well have been saved most of the 
emergencies of the winter of 1941-42. But to form these excellent troops into divisions within 

the framework of the Luftwaffe was sheer lunacy. Where were they to get the necessary 
close-combat training and practice in working with other formations? Where were they to get 

the battle experience so vital in the east? And where was the Luftwaffe to find divisional, 

regimental and battalion commanders ? 

I covered all these aspects in detail during that talk with Hitler and a little later set them out in 

a memorandum I drafted for his attention. He listened to my arguments attentively enough, 
but insisted that he had already given the matter his fullest consideration and must stick to his 
decision. Shortly afterwards the then Chief of Operations of Central Army Group, a man who 

was always well informed, on account of his friendship with Hitler's A.D.C., told me the 
reasons which Goring had given Hitler for wanting the Luftwaffe to set up its own divisions. 
Goring had claimed that he could not hand over 'his' soldiers, reared in the spirit of National 

Socialism, to an army which still had chaplains and was led by officers steeped in the 
traditions of the Kaiser. He had already told his own people that the Luftwaffe must make 
sacrifices, too, lest the army appear virtually to stand alone in this respect. Such were the 
arguments with which Goring had sold his scheme to Hitler! 

Our Leningrad mission as such was now coming to an end. During my visit to Vinnitsa, Hitler 
said that my headquarters would probably be moved to Central Army Group in the Vitebsk 
region, where there were signs that a big enemy offensive was pending. If and when this 
materialized, our task would be to counteract it with an offensive of our own. At the same 
time, however, he told me that if he and his headquarters should leave Vinnitsa, I was to be 
put in command of Army Group A. After removing Field-Marshal List from this appointment 

without valid reason, following a difference of opinion with him, Hitler had been 
commanding the Army Group himself as a sort of sideline - a quite impossible arrangement in 
the long run. More surprising still was what he had to say on this occasion in connexion with 
my eventual appointment as Commander-in-Chief of the Army Group. Next year, he told me, 

he was thinking of driving through the Caucasus to the Near East with a motorized army 
group! It was a measure of how unrealistic ally he still assessed the overall military situation 

and its strategic possibilities. 

My last few days on the Leningrad front were marked by the hardest blow that could have 
befallen my dear wife, myself and our children in the last war - the death of our eldest son 
Gero. He fell for our beloved Germany on 29th October, as a second lieutenant in the 51 
Panzer Grenadier Regiment of my old 18 Division. I trust, as one under whose command so 
many thousands of youngsters gave their lives for Germany, that I may be forgiven for 
mentioning this purely personal loss here. The sacrifice of our son's life was certainly no 
different from that made by countless other young Germans and their fathers and mothers. But 

it will be appreciated that there must be a place in these memoirs of mine for the son who 
gave his life for our Fatherland. He shall stand here for all the others who trod the same road 
as he did, whose sacrifice was the same as his sacrifice, and who live on in the hearts of their 
dear ones just as our beloved son lives on in ours. 

Our Gero, born on New Year's Eve 1922 and killed in his twentieth year, had been a delicate 

child from birth. He had suffered from asthma from childhood, and it was due only to the 
constant care of my wife that he grew up fit enough to become a soldier. Yet while his ailment 
deprived him of many things in his boyhood, it had also made him unusually mature and 
determined to do what life demanded of him despite all his handicaps. 

Gero was a particularly lovable child - serious, thoughtful, but always happy. After taking his 
final school examination at the Ritterakademie in Liegnitz in 1940, he expressed the wish to 

become a soldier and to join my own arm, the infantry — known in Germany as the Queen of 
the Battlefield because it has from time immemorial borne the brunt of the fighting. It goes 
without saying that we, as his parents, understood this desire to follow in the footsteps of 

generations of ancestors, although neither of us had ever made any attempt to influence him in 

his choice of a profession. It was simply in his blood to become a regular officer - to be a 
trainer of German youth and to be at its head in times of stress. 

So, having passed his school examinations, he joined 51 Panzer Grenadier Regiment in 
Liegnitz and went through the 1941 summer campaign in Russia as a private soldier. He was 
promoted corporal and won the Iron Cross for going back again with other volunteers to pick 
up a comrade wounded on patrol. In autumn 1941 he was sent home to the officers' school 
and in spring 1942 he received his commission. 

After a serious illness and convalescent leave he came back to the regiment he loved, now in 
action on Lake Ilmen as part of Sixteenth Army. I had the joy of seeing him on his way out 
there when he visited me in my caravan at the front during the battle of Lake Ladoga. After 
that I saw him once more when I visited my friend Busch at Sixteenth Army Headquarters on 
18th October. He had invited Gero up as well, so that we, Busch and our dear Specht, my 
A.D.C., were able to spend a happy evening together. Specht himself was killed only a few 

days later. 

Early on 30th October 1942, after the morning situation reports had been handed in, my 
faithful Chief-of-Staff, General Schulz, the successor to Wohler, brought me the news that our 
son Gero had been killed by a Russian bomb the previous night. As assistant adjutant of his 
battalion he had been on his way out to the front line to convey an order to a platoon 


We buried the dear boy on the shores of Lake Ilmen the following day. The padre of 18 
Panzer Grenadier Division, Pastor Kriiger, began his oration with the words : 

A Lieutenant of the Infantry.' 

Our son would not have wished it otherwise. 

After the funeral I flew home for a few days to be with my dear wife, for whom this boy had 
throughout the years been a special object of care and devotion. He had given us nothing but 
joy, for all the anxiety he had caused us by the ailment he had fought so bravely. We laid his 

soul in God's hands. 

Gero Erich Sylvester von Manstein, as so many other young Germans, fell in action like the 

brave soldier he was. The officer's calling was his mission in life, and he fulfilled it with a 
maturity rare in one so young. If one can speak of a young aristocrat in this sense, then he was 
one indeed. Not merely in outward appearance - he was tall, slim and fine-limbed, with long, 

noble features - but most of all in character and outlook. There was not a single flaw in this 
boy's make-up. Modest, kind, ever eager to help others, at once serious-minded and cheerful, 

he had no thought for himself, but knew only comradeship and charity. His mind and spirit 
were perpetually open to all that is fine and good. It was his heritage to come of a long line of 
soldiers; but by the very fact of being an ardent German soldier he was at once a gentleman in 
the truest sense of the word - a gentleman and a Christian. 

Whilst I was in Liegnitz after Gero's burial, Eleventh Army Headquarters was moved from 

Leningrad to Central Army Group's sector in the area of Vitebsk. There is nothing of 
importance to tell regarding the few weeks it spent there. Before any steps could be taken to 

use us in counteracting the anticipated offensive, events in the south of the Eastern Front led 

to our being given a new role. 

On 20th November we received orders to assume immediate com- mand of the sector on both 
sides of Stalingrad as the headquarters of a newly created 'Don Army Group'. I had just been 
on a trip to the front to visit v.d. Chevallerie's corps with my Chief of Operations, Colonel 
Busse, and had been delayed by the explosion of a mine under our train. In that territory the 
presence of partisans made it necessary to travel in armoured vehicles or specially protected 


Because the weather was too bad for flying, we had to leave Vitebsk by rail on 21st 
November, and were once again held up by a mine attack. We reached H.Q. Army Group B, 
which was still responsible for our future sector, on 24th November, my fifty-fifth birthday. 
What we learnt here about the situation of Sixth Army and the adjacent fronts of Fourth 
Panzer Army and Third and Fourth Rumanian Armies will be dealt with in the chapter on 




MY APPOINTMENT as commander of Don Army Group brought me for the first time under 

Hitler's direct orders as Supreme Commander of the Armed Forces (Wehrmacht) and the 
Army (Heer). Only now did I find myself in a position to see how he tried to fulfil the duties 
of a supreme war leader besides those of a Head of State, for hitherto I had felt his influence 

on military decisions at best indirectly and from afar. Because of the strict secrecy 
surrounding all matters of an operational nature, I had been unable to form any valid opinion 

of my own. 

During the campaign in Poland we had been unaware of any interference by Hitler in the 

leadership of the army. On his two visits to v. Rundstedt's army group he had listened 
sympathetically to our interpretations of the situation and agreed to our intentions without 

making any attempt to intervene. 

As for the plan for the occupation of Norway, no outsider had known anything whatever about 
it. Hitler's attitude regarding the offensive in the west has already been discussed in detail. It 
was certainly both deplorable and alarming that he should have completely passed over 
O.K.H. in this matter, yet it had to be conceded that his view that the solution must be an 
offensive one was fundamentally correct from the military point of view, even if the same 
could not be said of his original timing. Admittedly he had laid down the outline of a plan 
which - as has already been pointed out - could hardly have produced a complete solution. At 

that stage he had probably not thought it possible to attain results on the scale ultimately 
achieved. Nevertheless, when the plan put up by Army Group A offered him this possibility, 
he had immediately grasped the idea and adopted it himself - even though he imposed certain 
limitations which betrayed his aversion to risks. His fatal mistake of halting the armour 
outside Dunkirk had not at the time been apparent to an outsider, for the sight of beaches 
bestrewn with abandoned equipment tended to deceive anyone not yet aware how successful 
the British had been in getting their troops back across the Channel. 

The absence of a 'war plan' permitting the timely preparation of an invasion did, however, 
reveal a failure of Wehrmacht leadership - in other words, on the part of Hitler himself. On 
the other hand, it was impossible for anyone not actually on the spot to judge whether or not 
the decision to turn on the Soviet Union was unavoidable for political reasons. The Soviet 
deployment on the German, Hungarian and Rumanian frontiers certainly looked menacing 


As commander of a corps and later of Eleventh Army I learnt just as little of Hitler's influence 
on the plan for an attack on the Soviet Union and the conduct of operations in the first phase 
of the campaign as I did of the plans for the summer offensive in 1942. There had certainly 
been no interference by Hitler in the handling of the Crimean campaign. Indeed, he had 
agreed to our intentions without hesitation when I went to see him in spring 1942 and had 

doubtless done everything to make our success at Sevastopol possible. I have already 
mentioned that I considered Eleventh Army to have been wrongly used after the fall of the 


Now that I had come immediately under Hitler in my capacity as an army group commander, 
however, I was to get my first real experience of him in his exercise of the supreme command. 

When considering Hitler in the role of a military leader, one should certainly not dismiss him 
with such cliches as 'the lance-corporal of World War I'. 

He undoubtedly had a certain eye for operational openings, as had been shown by the way he 
opted for Army Group A's plan in the west. Indeed, this is often to be found in military 

amateurs - otherwise history would not have recorded so many dukes and princes as 
successful commanders. In addition, though, Hitler possessed an astoundingly retentive 
memory and an imagination that made him quick to grasp all technical matters and problems 
of armaments. He was amazingly familiar with the effect of the very latest enemy weapons 
and could reel off whole columns of figures on both our own and the enemy's war production. 
Indeed, this was his favourite way of side-tracking any topic that was not to his liking. There 

can be no question that his insight and unusual energy were responsible for many 
achievements in the sphere of armaments. Yet his belief in his own superiority in this respect 

ultimately had disastrous consequences. His interference prevented the smooth and timely 
development of the Luftwaffe, and it was undoubtedly he who hampered the development of 

rocket propulsion and atomic weapons. 

Moreover, Hitler's interest in everything technical led him to overestimate the importance of 
his technical resources. As a result, he would count on a mere handful of assault-gun 
detachments or the new Tiger tanks to restore situations where only large bodies of troops 

could have any prospect of success. 

What he lacked, broadly speaking, was simply military ability based on experience — 
something for which his 'intuition' was no substitute. 

While Hitler may have had an eye for tactical opportunity and could quickly seize a chance 

when it was offered to him, he still lacked the ability to assess the prerequisites and 
practicability of a plan of operations. He failed to understand that the objectives and ultimate 
scope of an operation must be in direct proportion to the time and forces needed to carry it out 
— to say nothing of the possibilities of supply. He did not - or would not - realize that any 
long-range offensive operation calls for a steady build-up of troops over and above those 

committed in the original assault. All this was brought out with striking clarity in the planning 
and execution of the 1942 summer offensive. Another example was the fantastic idea he 
disclosed to me in autumn 1942 of driving through the Caucasus to the Near East and India 

with a motorized army group. 

As in the political sphere (at all events after his successes of 1938), so in the military did 
Hitler lack all sense of judgement regarding what could be achieved and what could not. In 
autumn 1939, despite his contempt for France's powers of resistance, he had not originally 

recognized the possibility of attaining decisive success by a correctly planned German 
offensive. Yet when this success actually became his, he lost his eye for opportunity where 
conditions were different. What he lacked in each case was a real training in strategy and 

grand tactics. 

And so this active mind seized on almost any aim that caught his fancy, causing him to fritter 
away Germany's strength by taking on several objectives simultaneously, often in the most 
dispersed theatres of war. The rule that one can never be too strong at the crucial spot, that 
one may even have to dispense with less vital fronts or accept the risk of radically weakening 
them in order to achieve a decisive aim, was something he never really grasped. As a result, in 
the offensives of 1942 and 1943 he could not bring himself to stake everything on success. 
Neither was he able or willing to see what action would be necessary to compensate for the 

unfavourable turn which events then took. 

As for Hitler s strategic aims (at least in the conflict with the Soviet Union), these were to a 
very great extent conditioned by political considerations and the needs of the German war 
economy. This has already been indicated in the introductory remarks on the Russian 
campaign and will emerge again in connexion with the defensive battles of the years 1943-4. 

Now, questions of a political and economic nature are undoubtedly of great importance when 
it comes to fixing strategic aims. What Hitler overlooked was that the achievement and - most 
important of all - the retention of a territorial objective presupposes the defeat of the enemy's 
armed forces. So long as this military issue is undecided and this may be seen from the 

struggle against the Soviet Union - the attainment of territorial aims in the form of 
economically valuable areas remains problematical and their long-term retention a sheer 
impossibility. The day had yet to come when one could wreak such havoc on the enemy's 
armament centres or transport system with raiding aircraft or guided missiles that he was 

rendered incapable of continuing the fight. 

While strategy must unquestionably be an instrument in the hands of the political leadership, 
the latter must not disregard - as did Hitler to a great extent when fixing operational objectives 

- the fact that the strategic aim of any war is to smash the military defensive power of the 
enemy. Only when victory has been secured is the way open to the realization of political and 

economic aims. 

This brings me to the factor which probably did more than anything else to determine the 
character of Hitler's leadership - his over-estimation of the power of the will. This will, as he 
saw it, had only to be translated into faith down to the youngest private soldier for the 
correctness of his decisions to be confirmed and the success of his orders ensured. 

Obviously a strong will in a supreme commander is one of the essential prerequisites of 
victory. Many a battle has been lost and many a success thrown away because the supreme 

leader's will failed at the critical moment. 

The will for victory which gives a commander the strength to see a grave crisis through is 
something very different from Hitler's will, which in the last analysis stemmed from a belief 
in his own 'mission'. Such a belief inevitably makes a man impervious to reason and leads him 
to think that his own will can operate even beyond the limits of hard reality - whether these 
consist in the presence of far superior enemy forces, in the conditions of space and time, or 
merely in the fact that the enemy also happens to have a will of his own. 

Generally speaking, Hitler had little inclination to relate his own calculations to the probable 

intentions of the enemy, since he was convinced that his will would always triumph in the 
end. He was equally disinclined to accept any reports, however reliable, of enemy superiority, 
even though the latter might be many times stronger than he. Hitler either rejected such 
reports out of hand or minimized them with assertions about the enemy's deficiencies and 
took refuge in endless recitations of German production figures. 

In the face of his will, the essential elements of the 'appreciation' of a situation on which every 
military commander's decision must be based were virtually eliminated. And with that Hitler 

turned his back on reality. 

The only remarkable feature was that this over-estimation of his own will-power, this 
disregard for the enemy's resources and possible intentions, was not matched by a 
corresponding boldness of decision. The same man who, after his successes in politics up to 
1938, had become a political gambler, actually recoiled from risks in the military field. The 
only bold military decision that may be booked to Hitler's credit was probably the one he took 
to occupy Norway, and even then the original suggestion had come from Grand- Admiral 
Raeder. Even here, as soon as a crisis cropped up at Narvik, Hitler was on the point of 
ordering the evacuation of the city and thereby of sacrificing the fundamental aim of the entire 
operation, which was to keep the iron-ore routes open. During the execution of the western 
campaign, too, as we have seen earlier, Hitler showed a certain aversion to taking military 
risks. The decision to attack the Soviet Union was, in the last analysis, the inevitable outcome 
of cancelling the invasion of Britain, which Hitler had likewise found too risky. 

During the Russian campaign Hitler's fear of risk manifested itself in two ways. One - as will 
be shown later - was his refusal to accept that elasticity of operations which, in the conditions 
obtaining from 1943 onwards, could be achieved only by a voluntary, if temporary surrender 

of conquered territory. The second was his fear to denude secondary fronts or subsidiary 
theatres in favour of the spot where the main decision had to fall, even when a failure to do so 

was palpably dangerous. 

There are three possible reasons why Hitler evaded these risks in the military field. First, he 
may secretly have felt that he lacked the military ability to cope with them. This being so, he 

was even less likely to credit his generals with having it. The second reason was the fear, 
common to all dictators, that his prestige would be shaken by any set-backs. In practice this 
attitude is bound to lead to the commission of military mistakes which damage the man's 
prestige more than ever. Thirdly, there was Hitler's intense dislike, rooted in his lust for 
power, of giving up anything on which he had once laid hands. 

In the same context mention may be made of another trait of Hitler's against which his Chief- 
of-Staff, Colonel-General Zeitzler, and I both battled in vain throughout the period in which I 

was commanding Don Army Group. 

Whenever he was confronted with a decision which he did not like taking but could not 
ultimately evade, Hitler would procrastinate as long as he possibly could. This happened 
every time it was urgently necessary for us to commit forces to battle in time to forestall an 

operational success by the enemy or to prevent its exploitation. The General Staff had to 
struggle with Hitler for days on end before it could get forces released from less-threatened 
sectors of the front to be sent to a crisis spot. In most cases he would give too small a number 
of troops when it was already too late - with the result that he usually finished up by having to 
grant several times what had originally been required. The tussle used to last for whole weeks 
when it was a question of abandoning untenable positions like the Donetz area in 1943 or the 
Dnieper Bend in 1944. The same applied to the evacuation of unimportant salients on quiet 
stretches of front for the purpose of acquiring extra forces. Possibly Hitler always expected 

things to go his way in the end, thereby enabling him to avoid decisions which were 
repugnant to him if only because they meant recognizing the fact that he must accommodate 
himself to the enemy's actions. His inflated belief in his own will-power, a certain aversion to 
accepting any risk in mobile operations (the retour offensif, for example) when its success 
could not be guaranteed in advance, and his dislike of giving up anything voluntarily - such 
were the factors which influenced Hitler's military leadership more and more as time went on. 
Obstinate defence of every foot of ground gradually became the be all and end all of that 
leadership. And so, after the Wehrmacht had won such extraordinary successes in the first 
years of war by dint of operational mobility, Hitler's reaction when the first crisis occurred in 

front of Moscow was to adopt Stalin's precept of hanging on doggedly to every single 
position. It was a policy that had brought the Soviet leaders so close to the abyss in 1941 that 
they finally relinquished it when the Germans launched their 1942 offensive. 

Yet because the Soviet counter-offensive in that winter of 1941 had been frustrated by the 
resistance of our troops, Hitler was convinced that his ban on any voluntary withdrawal had 
saved the Germans from the fate of Napoleon's Grand Army in 1812. In this belief, 
admittedly, he was reinforced by the acquiescent attitude of his own retinue and several 
commanders at the front. When, therefore, a fresh crisis arose in autumn 1942 after the 
German offensive had become bogged down outside Stalingrad and in the Caucasus, Hitler 
again thought the arcanum of success lay in clinging at all costs to what he already possessed. 
Henceforth he could never be brought to renounce this notion. 

Now it is generally recognized that defence is the stronger of the two forms of fighting. This 

is only true, however, when the defence is so efficacious that the attacker bleeds to death 
when assaulting the defender's positions. Such a thing was out of the question on the Eastern 
Front, where the number of German divisions available was never sufficient for so strong a 
defence to be organized. The enemy, being many times stronger than we were, was always 
able, by massing his forces at points of his own choice, to break through fronts that were far 
too widely extended. As a result, large numbers of German forces were unable to avoid 
encirclement. Only in mobile operations could the superiority of the German staffs and 
fighting troops have been turned to account and, perhaps, the forces of the Soviet Union 

ultimately brought to naught. 

The effects of Hitler's ever- increasing predilection for 'hanging on at all costs' will be dealt 
with in greater detail in connexion with the defensive battles fought on the Eastern Front in 

1943 and 1944. The reason for his insistence on it may be found deep down in his own 
personality. He was a man who saw fighting only in terms of the utmost brutality. His way of 
thinking conformed more to a mental picture of masses of the enemy bleeding to death before 
our lines than to the conception of a subtle fencer who knows how to make an occasional step 
backwards in order to lunge for the decisive thrust. For the art of war he substituted a brute 
force which, as he saw it, was guaranteed maximum effectiveness by the will-power behind it. 

Since Hitler placed the power of force above that of the mind and, while having every regard 
for a soldier's bravery, did not rate his ability to the same extent, it is hardly surprising that, in 
the same way as he over-rated technical expedients, he was possessed of/a rage du nombre' . 
He would intoxicate himself with the production figures of the German armaments industry, 
which he had undoubtedly boosted to an amazing extent, even if he preferred to overlook the 
fact that the enemy's armaments figures were higher still. 

What he forgot was the amount of training and skill required to render a new weapon fully 
effective. Once the new weapons had reached the front, he was content. It did not worry him 
whether the units concerned had mastered them or not, or whether a weapon had even been 

tested under combat conditions. 

In just the same way Hitler was constantly ordering new divisions to be set up. Though an 
increase in the number of our formations was most desirable, they had to be filled at the cost 
of replacements for the divisions already in existence, which in course of time were drained of 
their last drop of blood. At the same time the newly established formations initially had to pay 
an excessively high toll of killed because of their lack of battle experience. The Luftwaffe 
Field Divisions, the unending series of SS divisions and finally the so-called People's 
Grenadier Divisions were the most blatant examples. 

A final point worth mentioning is that although Hitler was always harping on his 'soldierly' 
outlook and loved to recall that he had acquired his military experience as a front-line soldier, 
his character had as little in common with the thoughts and emotions of soldiers as had his 
party with the Prussian virtues which it was so fond of invoking. 

Hitler was certainly quite clearly informed of conditions at the front through the reports he 
received from the army groups and armies. In addition, he frequently interviewed officers 
who had just returned from the front-line areas. Thus he was not only aware of the 
achievements of our troops, but also knew what continuous overstrain they had had to endure 
since the beginning of the Russian campaign. Perhaps this was one of the reasons why we 
never managed to get Hitler anywhere near a front line in the east. It was hard enough to 
persuade him to visit our Army Group headquarters; the idea of going any further forward 
never occurred to him. It may be that he feared such trips would destroy those golden dreams 

about his invincible will. 

Despite the pains Hitler took to stress his own former status as a front-line soldier, I still never 
had the feeling that his heart belonged to the fighting troops. Losses, as far as he was 
concerned, were merely figures which reduced fighting power. They are unlikely to have 

seriously disturbed him as a human being. 

[A former officer of O.K.W. who was transferred there after being badly wounded at the front 
and whose job brought him into almost daily contact with Hitler, mainly at the daily briefings 
but also at more private meetings, has written me the following note on this subject: 

'I fully recognize the justification of this subjective feeling (i.e. that Hitler had no 
sympathy for the fighting troops and regarded losses as mere figures). That was how he 
appeared among a large body of people, but in reality he was almost the opposite. From 
a soldier's point of view he was possibly even too soft and certainly too dependent on his 
emotions. It was symptomatic that he could not stand any encounter with the horrors of 
war. He was afraid of his own softness and susceptibility, which would have hampered 
him in making the decisions that his political will demanded of him. Casualties which he 
was compelled to deal with personally or of which he was given realistic descriptions 
were a source of horror to him and obviously caused him as much suffering as the 

deaths of people he knew. 

'On the strength of several years' observation I do not believe that this was play-acting 
but simply one side of his character. Outwardly, therefore, he assumed a deliberate air 
of indifference to avoid being distracted by the trait of which he himself was afraid. This 

is also the more deep-seated reason why he did not go to the front or visit any of the 
bombed cities. It was quite certainly not due to any lack of personal courage but to the 
fear of being horrified by what he would see. 

'At private gatherings it was often noted in conversations about the efforts and 
achievements of the fighting troops that he had a great appreciation and sympathy for 


The opinion of this officer, who was not one of Hitler's supporters or admirers, at least shows 

what dissimilar impressions people could have of Hitler's character and mentality and how 
difficult it really was to get to the bottom of them. If - as is maintained above - Hitler actually 
was soft-hearted, how can one explain the brutal cruelty which became increasingly typical of 

his regime as time went on? Author.'] 

In one respect, however, Hitler's outlook was entirely soldier-like - in the matter of war 
decorations. With these his first and foremost aim was to honour the brave among the fighting 
men, and the regulations he issued regarding the award of the Iron Cross at the beginning of 
the campaign were a model of their kind. This decoration, he decided, should be conferred 
only for deeds of bravery and outstanding leadership - which meant that, as far as the latter 
category was concerned, it could be won only by formation commanders and their senior staff 
officers. Unfortunately many of those responsible for awarding the decoration failed all along 
to observe this lucid and admirable ruling - partly, it must be admitted, as a result of the delay 
in creating a cross for meritorious war service, the Kriegsverdienstkreuz, which was intended 
for those who, though employed on duties rendering them in-eligible for the Iron Cross, still 
deserved distinction. With Hitler it was always harder to secure a Knight's Cross for a 
deserving General than for an officer or man at the front. 

As for the retrospective tendency to deride the many different badges and insignia that Hitler 
created in the course of the war, people should merely bear in mind what feats our soldiers 
accomplished during the many long years of its duration. Badges like the close-combat clasp 
(the Nahkampfspange) and the Eleventh Army Crimean Shield were at all events worn with 
pride. Besides, the number of medal ribbons worn by soldiers on the other side shows that the 
question of war decorations is not to be dismissed with a lot of silly talk about 'tin gongs'. 

The deficiencies I have just described were bound to detract considerably from Hitler's fitness 
to play the self-appointed role of the supreme military leader. 

They could still have been counterbalanced, however, if only he had been prepared to take 
advice from - and place genuine confidence in - an experienced and jointly responsible Chief 

of the General Staff. He did, after all, possess a number of the qualities indispensable to a 
supreme commander: a strong will, nerves that would stand up to the most serious crises, an 
undeniably keen brain and - as I said before - a certain talent in the operational field combined 
with an ability to recognize possibilities of a technical nature. If only he could have seen his 

way to compensate for his lack of training and experience in the military sphere — 
particularly as regards strategy and grand tactics — by utilizing the skill of his Chief-of-Staff, 
quite an efficient military leadership might have emerged despite all the shortcomings 
mentioned above. But this was precisely what Hitler would not accept. 

Just as he considered the power of his will to be in every way decisive, so had his political 
successes - and, indeed, the military victories early in the war, which he regarded as his own 

personal achievement - caused him to lose all sense of proportion in assessing his own 
capabilities. To him the acceptance of advice from a jointly responsible Chief-of-Staff would 
not have meant supplementing his own will but submitting it to that of another. Added to this 
was the fact that he was imbued by origin and background with an insuperable mistrust of the 
military leaders, whose code and way of thinking were alien to him. Thus he was not prepared 
to see a really responsible military adviser alongside himself. He wanted to be another 
Napoleon, who had only tolerated men under him who would obediently carry out his will. 
Unfortunately he had neither Napoleon's military training nor his military genius. 

I have already shown in the chapter dealing with the plan for the invasion of Britain that 
Hitler had so organized the Supreme Command that no one was vested with the authority to 

advise him on grand strategy or to draft a war plan. The Operations Staff 
{Wehrmachtfuhrungsstab) of O.K.W., which was theoretically qualified to discharge such a 
task, in practice merely played the role of a military secretariat. Its only raison d'etre was to 
translate Hitler's ideas and instructions into the terminology of military orders. 

But there was even worse to come. Hitler's designation of Norway as an 'O.K.W.' theatre of 
operations in which O.K.H. had no authority was only the first step in the disruption of land 
operations. In due course all the other theatres were gradually turned over to O.K.W. Finally 
only the Eastern one remained as an O.K.H. responsibility, and even then it had Hitler at its 
head. Hence the Chief-of-Staff of the Army was left with just as little influence on the other 

theatres of war as were the Commanders-in-Chief of the two other services in matters of 

grand strategy. He had no say whatever in the overall distribution of the army's forces and 
often did not even know for certain what troops and material were being sent to the various 

theatres. In the circumstances it was inevitable that the O.K.W. Operations Staff and the 
General Staff of the army should clash. Indeed, Hitler probably created clashes deliberately in 
order that he alone should at all times have the decisive say. Naturally such faulty 

organization of the supreme military leadership was bound to contribute decisively to its 
breakdown. Another consequence of Hitler's over-estimation of his will-power and military 
ability was that he attempted more and more to interfere by separate orders of his own in the 

running of subordinate formations. 

It has always been the special forte of German military leadership that it relies on 
commanders at all levels to show initiative and willingness to accept responsibility and does 
everything in its power to promote such qualities. That is why, as a matter of principle, the 
'directives' of higher commands and the orders of medium and lower commands always 
contained so-called 'assignments' for subordinate formations. The detailed execution of these 

assignments was the business of the subordinate commanders concerned. This system of 
handling orders was largely the reason for the successes scored by the German Army over its 

opponents, whose own orders generally governed the actions of subordinate commanders 
down to the very last detail. Only when there was no other possible alternative left did anyone 
on our side encroach upon the authority of a subordinate formation headquarters by 
specifically laying down the action it should take. 

Hitler, on the other hand, thought he could see things much better from behind his desk than 
the commanders at the front. He ignored the fact that much of what was marked on his far- 
too-detailed situation maps was obviously out of date. From that distance, moreover, he could 
not possibly judge what was the proper and necessary action to take on the spot. 

He had grown increasingly accustomed to interfering in the running of the army groups, 
armies and lower formations by issuing special orders which were not his concern at all. 
While I had hitherto been spared such interference in my own sphere of command, I was fore- 
warned of it by what Field-Marshal v. Kluge had to tell me when I met him on a railway 
station on my way from Vitebsk to Rostov. At Central Army Group, he said, he had to consult 
Hitler before any operation involving forces of a battalion or more could be mounted. Even if 
I personally did not experience such intolerable interference later on, there were still to be 
quite enough clashes with the Supreme Command as a result of Hitler's meddling. 

In contrast to his passion for individual orders, which were usually nothing but a hindrance to 
command staffs and detrimental to operations, Hitler was loath to issue long-term operational 
directives. The more he came to regard the principle of 'holding on at all costs' as the alpha 
and omega of his policy, the less prepared was he to issue long-term directives which took 
account of the normally foreseeable development of a strategic situation. That such methods 

must ultimately have placed him at a disadvantage vis-a-vis the enemy was something he 
refused to see. His mistrust of his subordinate commanders prevented him from giving them, 
in the form of long-term directives, freedom of action, which they might put to a use that was 

not to his liking. The effect of this, however, was to do away with the very essence of 
leadership. In the long run even an army group could not get along without directives from the 
Supreme Command - certainly not when it formed part of a larger front and was bound to its 
neighbours on either flank. We often thought nostagically of our days in the Crimea, when we 

had been able to fight in a theatre all of our own. 

It still remains for me to show - in as far as I can do so from personal experience - what 
pattern the disputes took which inevitably arose between Hitler and the army leaders as a 
result of his attitude to questions of military leadership. Many of the accounts on record depict 
him as foaming at the mouth and even taking an occasional bite at the carpet. Although he did 

undoubtedly lose all self-control on occasions, the only time he ever raised his voice or 
behaved badly when I was present was during the episode with Haider which I have already 


Hitler obviously sensed just how far he could afford to go with his interlocutor and what 
people he could hope to intimidate with outbursts of rage that may often have been simulated. 
I must say that as far as my own personal contacts with him went, he maintained appearances 
and kept things on a factual plane even when our views collided. On the one occasion when 
he did become personal, the extremely sharp retort it evoked was accepted in silence. 

Hitler had a masterly knack of psychologically adapting himself to the individual whom he 
wished to bring round to his point of view. In addition, of course, he always knew anyone's 

motive for coming to see him, and could thus have all his counter-arguments ready 
beforehand. His faculty for inspiring others with his own confidence - whether feigned or 
genuine - was quite remarkable. This particularly applied when officers who did not know 
him well came to see him from the front. In such cases a man who had set out to 'tell Hitler 

the truth about things out there' came back converted and bursting with confidence. 

In the various disputes I had with Hitler on operational matters in my capacity as an army 
group commander, what impressed me most was the incredible tenacity with which he would 
defend his point of view. There was almost invariably a tussle of several hours' duration 

before his visitor either attained his object or retired empty-handed, at best consoled with 
empty promises. I have known no other man who could show anything like the same staying 
power in a discussion of this kind. And while the maximum time involved in any dispute with 
a front-line commander would at worst be several hours, the Chief-of-Staff, General Zeitzler, 
often had to battle for days on end at the evening conferences in order to get Hitler to take the 

necessary action. Whenever one of these contests was in progress, we always used to ask 

Zeitzler what 'round' they had reached. 

Besides, the arguments with which Hitler defended his point of view - and I include the purely 
military ones here - were not usually of a kind that could be dismissed out of hand. After all, 
in any discussion of operational intentions one is almost always dealing with a matter whose 
outcome nobody can predict with absolute certainty. Nothing is certain in war, when all is 

said and done. 

Whenever Hitler perceived that he was not making any impression with his opinions on 
strategy, he immediately produced something from the political or economic sphere. Since he 
had a knowledge of the political and economic situations with which no front-line commander 
could compete, his arguments here were generally irrefutable. As a last resort all one could do 
was to insist that if he did not agree to the proposals or demands submitted to him, things 
would go wrong militarily and in turn have even worse repercussions in the political and 

economic fields. 

On the other hand, Hitler frequently showed himself to be a very good listener even when he 
did not like what was being asked of him, and on such occasions he was quite capable of 

objective discussion. 

Naturally no relationship of any intimacy could develop between this fanatical dictator — 
who thought only of his political aspirations and lived in a belief in his 'mission' — and the 
military leaders. The personal element obviously did not interest Hitler in the least. To him 
human beings were merely tools in the service of his political ambitions. From his own side 
there sprang no bond of loyalty to the German soldier. 

The ever-more-apparent defects in Germany's military leadership, some of which arose from 
Hitler's character and others from the quite impossible organization of the Supreme Command 
outlined earlier on, naturally raised the question of whether anything could be done to bring 
about a change. I prefer to leave the political aspects aside here - as indeed I have done 

everywhere else in this book. 

I made no less than three attempts, in the interest of a more rational conduct of the war, to 

persuade Hitler to accept some modification of the Supreme Command. From no other 
quarter, as far as I know, was the inadequacy of his military leadership ever put to him quite 

so bluntly. 

I was fully alive to the fact that Hitler would never be prepared to relinquish the supreme 
command officially. As a dictator he could not possibly have done so without suffering what 
for him would have been an intolerable loss of prestige. In my opinion everything depended, 
therefore, on persuading Hitler - while nominally retaining the position of Supreme 
Commander- to leave the conduct of military operations in all theatres of war to one 
responsible Chief-of-Staff and to appoint a special Commander-in-Chief for the Eastern 
theatre. These attempts of mine, which unfortunately proved unavailing, will be discussed 

further when I come to deal with the events of the years 1943-4. For me they were a 
particularly precarious undertaking, for Hitler knew full well that I was the very man many 
people in the army would like to see in the position of a proper Chief-of-Staff or as 

Commander-in-Chief in the east. 

It is not my intention here to go into the question of changing the leadership of the Reich by 
violent means, as exemplified by the events of 20th July 1944, although I may do so one day. 
Within the scope of these war memoirs it is enough to say that as one responsible for an army 
group in the field I did not feel I had the right to contemplate a coup d'etat in wartime because 
in my own view it would have led to an immediate collapse of the front and probably to chaos 

inside Germany. Apart from this, there was always the question of the military oath and the 

admissibility of murder for political motives. 

As I said at my trial: 'No senior military commander can for years on end expect his soldiers 
to lay down their lives for victory and then precipitate defeat by his own hand.' 

In any case, it was already clear by that time that not even a coup d'etat would make any 
difference to the Allied demand for unconditional surrender. At the time when I held a 
command we had not, to my mind, reached the point where such action had to be regarded as 

the only possible solution. 



'Stranger! To Sparta say, her faithful band Here lie in death, remembering her command. ' 

NEVER WILL these lines, telling of the heroism of the defenders of Thermopylae and ever 
after regarded as the song of praise to bravery, fidelity and soldierly obedience, be carved in 
stone at Stalingrad in memory of Sixth Army's martyrdom on the Volga. Nor is any cross or 
cenotaph likely to be raised over the vanished traces of the German soldiers who starved, 

froze and died there. 

Yet the memory of their indescribable suffering, their unparalleled heroism, fidelity, and 
devotion to duty will live on long after the victors' cries of triumph have died away and the 
bereaved, the dis-illusioned and the bitter at heart have fallen silent. 

The Battle of Stalingrad is understandably treated by the Soviets as the turning point of the 
war. The British ascribe similar importance to the Battle of Britain. The Americans are 
inclined to attribute the Allies' final success to their own entry into hostilities. 

In Germany, too, many people feel constrained to regard Stalingrad as the decisive battle of 

World War II. 

In point of fact not one of these individual events should really be rated as decisive. The 
outcome of the war was decided by a wealth of factors, the most significant of which was 
probably the hopelessly inferior position in which Germany ultimately found herself vis-a-vis 
her opponents in consequence of Hitler's policies and strategy. 

Stalingrad was certainly a turning point to the extent that the wave of German offensives 
broke on the Volga, to recede like a breaker on the ebbing tide. But grave though the loss of 
Sixth Army undoubtedly was, it still need not have meant that the war in the east — and ipso 
facto the war as a whole - was irretrievably lost. It would still have been conceivable to force 
a stalemate if Germany's policies and military leadership had been adapted to such a solution. 


The cause of Sixth Army's destruction at Stalingrad is obviously to be found in Hitler's refusal 
— doubtless mainly for reasons of prestige - to give up the city voluntarily. 

Yet the fact that Sixth Army could ever land in such a situation at all was due to the 
operational errors committed beforehand by the Supreme Command in the planning and 
execution of the 1942 offensive, most of all with regard to its final stages. 

The plight in which the German southern wing found itself in the late autumn of 1942 as a 
result of these mistakes will be dealt with in the chapter on the winter campaign of 1942-3. 
All I propose to do here is to bring out the points which settled the fate of Sixth Army. 

Thanks to the fact that Hitler's strategic objectives were governed chiefly by the needs of his 

war economy, the German offensive of 1942 had split into two different directions - the 
Caucasus and Stalingrad. By the time the German advance came to a halt, therefore, a front 
had emerged, to hold which there were not enough German forces available. To make things 
worse, no strategic reserve existed, the Supreme Command having squandered Eleventh 
Army in every conceivable direction immediately it became free in the Crimea. 

Army Group A — with its front facing south - was located in the north of the Caucasus 
between the Black Sea and the Caspian. Army Group B held a front facing east and north-east 

which began on the Volga south of Stalingrad and bent back north of the city to join the 
Middle Don, along which it continued to a point north of Voronezh. Neither of the two army 
groups was strong enough to hold fronts of this length, particularly if one bore in mind that 
despite its heavy losses the enemy's southern wing had been able to avoid destruction and was 
not really beaten at all. Apart from this, the enemy had very strong strategic reserves in his 
other sectors, as well as in the hinterland. Last but not least, a gap 190 miles wide yawned 
between the two army groups in the Kalmyk Steppes, guarded only by the quite inadequate 
resources of one division (16 Motorized) based on Yelista. 

The attempt to hold this over-extended front for any length of time constituted the first of the 
mistakes which were to plunge Sixth Army into its desperate situation at the end of November 


The second and even more fatal mistake was that Hitler compelled Army Group B to tie down 

its principal striking force, Fourth Panzer and Sixth Armies, in the fighting in and around 
Stalingrad. The job of protecting the deep northern flank of this group along the Don was left 
to Third Rumanian Army, one Italian and one Hungarian army and, in the Voronezh sector, to 
the weak Second German Army. Hitler must have known that even behind the Don the allied 
armies could not stand up to a strong Soviet attack. The same was true of Fourth Rumanian 
Army, which he had entrusted with the task of guarding the open right flank of Fourth Panzer 


The attempt to gain control of the Volga by taking Stalingrad in a set battle after the original 
assault had been only partially successful would at best have been admissible on a very short- 
term basis. But to leave the main body of the Army Group at Stalingrad for weeks on end with 
inadequately protected flanks was a cardinal error. It amounted to nothing less than presenting 
the enemy with the initiative we ourselves had resigned on the whole southern wing, and was 
a clear invitation to him to surround Sixth Army. 

A third mistake was the utterly grotesque chain of command on the German southern wing. 

Army Group A had no commander of its own whatever. It was commanded by Hitler in what 

might be called a part-time capacity. 

Army Group B had no fewer than seven armies under command, including four allied ones. 
No army group headquarters can cope with more than five armies at the outside, and when 
most of these are allied ones, the task inevitably becomes too much for it. H.Q. Army Group 
B had quite rightly established itself at Starobyelsk, behind the defensive front on the Don, in 

order to keep a better eye on the allied armies. The choice of this location, however, also 
meant that the headquarters was much too distant from the right wing of its sector. Another 
factor was that by his frequent interference in the conduct of operations Hitler largely 
deprived the Army Group Headquarters of control of Sixth Army. 

It is true that O.K.H. had recognized these command problems and made plans to create a new 
Don Army Group under Marshal Antonescu. The new headquarters had not been set up, 
however, as Hitler first wished to see Stalingrad fall. This failure to use the Rumanian 
Marshal was a serious mistake. Admittedly his capacity for command was untried so far, but 
he was certainly a good soldier. In any case, his presence would have lent greater weight to 
our calls for further forces to guard the flanks of the Stalingrad front. He was, after all, a Head 
of State and an ally to whom Hitler had to pay greater heed than to German army group and 
army commanders. Above all, Antonescu's personality would have served to brace up the 
senior Rumanian commanders, who respected this man no less than they did the Russians. 

It was clear from an impassioned letter he wrote me after my assumption of command that the 
Marshal had on several occasions called attention to the dangers of the situation in general 
and that of Third Rumanian Army in particular. As long as he did not hold a responsible 
command at the front, however, these comments of his inevitably lacked the emphasis they 
would have carried if uttered by a Head of State simultaneously answerable for the sector that 
was threatened. It was equally clear that neither Army Group B nor Sixth Army had failed to 

give warning of the big offensive the enemy was preparing to launch against the covering 

fronts on each side of Stalingrad. 

Finally, mention should be made of a fact which had grave repercussions on the position of 
Sixth Army and the entire southern wing. The whole of Army Group A, as well as Fourth 
Panzer and Sixth Armies, Third and Fourth Rumanian Armies and the Italian Army, were 
based on a single Dnieper crossing, the railway bridge at Dnepropetrovsk. The repair of the 
Zaporozhye railway bridge and the link across the Ukraine through Nikolayev and Kherson to 
the Crimea and thence across the Straits of Kerch had either been discontinued or was not yet 
complete. The north-to-south link behind the German lines was equally unsatisfactory. When 
it came to bringing up fresh troops or quickly switching forces behind the front, therefore, the 
German Supreme Command found itself at a permanent disadvantage vis-a-vis the enemy, 
who had much more efficient communications at his disposal in every direction. 

Every Commander-in-Chief must run risks if he wants to succeed. The risk undertaken by the 
Supreme Command in the late autumn of 1942, however, should never have consisted in tying 
down the most hard-hitting forces of Army Group B at Stalingrad over a long period in which 

it was content to leave the Don front covered by such an easily destructible screen. One 
possible argument in the Supreme Command's favour is that it was quite unprepared for the 
allied armies to break down so completely. Yet the Rumanians, who were still the best of our 
allies, fought exactly as our experiences in the Crimea implied they would. Any illusions 
about the Italians' fighting capacities, of course, were inexcusable from the start. 

The risk which the German command ought to have taken, after the summer offensive had 
merely won us more territory without bringing about the decisive defeat of the Soviet 
southern wing, consisted in returning to mobile operations between the Caucasus and middle 
reaches of the Don - with due advantage being taken of the large bend of the river — in order 
to prevent the enemy from attaining the initiative. But to substitute one risk for another was 
not in keeping with Hitler's mentality. By failing to take appropriate action after his offensive 
had petered out without achieving anything definite, he paved the way to the tragedy of 



The O.K.H. order received by Eleventh Army Headquarters on 21st November in the Vitebsk 

area laid down that for the purpose of stricter co-ordination of the armies involved in the 
arduous defensive battles to the west and south of Stalingrad, we were to take over command 
of Fourth Panzer Army, Sixth Army and Third Rumanian Army as H.Q. Don Army Group . 
Since we lacked a quartermaster-general's branch, we were to be joined by the one already 

formed for Marshal Antonescu. It was headed by Colonel Finkh, a General Staff officer 
whose soundness of character was matched only by his extraordinary talent for organizing 
supply and transport, and who in due course mastered all the supply difficulties with which 
the Army Group constantly found itself confronted. The airlift to Sixth Army, unfortunately, 
was outside his control. After my recall in April 1944 Colonel Finkh was transferred to the 
staff of the Commander-in-Chief in the west, where, I am told, he soon had supply and 
transport in a state as near perfection as the enemy's complete domination of the skies 
permitted. As one of the men implicated in the conspiracy against Hitler, he was executed 

after 20th July 1944. 

Don Army Group's task, as defined in the O.K.H. order, was 'to bring the enemy attacks to a 
standstill and recapture the positions previously occupied by us'. 

Initially the only reinforcements promised us were a corps headquarters and a division which 
were to be moved up to Millerovo, behind the future right wing of Army Group B. 

It may be gathered from the wording of our task and the insignificance of the proposed 
reinforcements that when issuing this order O.K.H. still did not realize the danger of the 
situation around Stalingrad, although the ring had closed around Sixth Army that very day. 

Further information was forthcoming in Vitebsk and during a train stop when I was able to 
talk to Field-Marshal v. Kluge and his Chief-of-Staff, General Wohler. From this I gathered 
that the enemy had broken through Third Rumanian Army's front on the Don north-west of 
Stalingrad in very great strength. Between one and two Soviet tank armies were involved, in 
addition to a great deal of cavalry - in all some thirty formations. The same thing had 
happened south of Stalingrad to Fourth Rumanian Army, which was under command of 

Fourth Panzer Army. 

Before leaving Vitebsk, therefore, I sent the Chief of the General Staff a teleprinter message 
pointing out that in view of the magnitude of the enemy effort, our task at Stalingrad could 
not be merely a matter of regaining a fortified stretch of front. What we should need to restore 
the situation would be forces amounting to an army in strength - none of which, if possible, 
should be used for a counter-offensive until their assembly was fully complete. 

General Zeitzler agreed with me, and promised to try to let us have an armoured division and 
two or three infantry divisions by way of addition. 

I also teleprinted a request to Army Group B that Sixth Army be instructed to withdraw forces 
quite ruthlessly from its defence fronts in order to keep its rear free at the Don crossing at 
Kalach. Whether this instruction was ever passed to Sixth Army I have been unable to 


Not until we arrived at H.Q. Army Group B in Starobyelsk on 24th November did we obtain a 
clear picture of recent events and the current situation from the commander, Colonel-General 
Baron v. Weichs, and his Chief-of-Staff, General v. Sodenstern. 

In the early hours of 19th November, after a tremendous artillery barrage, the enemy had 
broken out of his Don bridgehead at Kremenskaya and had also crossed the river further west 
to attack both the left wing of Sixth Army (11 Corps) and Third Rumanian Army (4 and 5 
Rumanian Corps). Simultaneously he had launched a strong attack against Fourth Panzer 
Army (Colonel-General Hoth) south of Stalingrad, where it was intermingled with Fourth 
Rumanian Army. While the left wing of Sixth Army had held firm, the enemy had been able 
to overrun the Rumanians completely on both fronts. At each of the two points of penetration 
strong Soviet tank forces had immediately pushed through in depth - just as we had taught 

them to do. 

By an early hour on 21st November they had already linked up on the Don at Kalach, where 
the bridge so vital for the supply of Sixth Army had fallen into their hands intact. Since the 
forenoon of that day, therefore, the ring had been closed around Sixth Army and the German 
and Rumanian elements of Fourth Panzer Army which had been squeezed back into the 

pocket from the area south of Stalingrad. The encircled troops included five German corps 
totalling twenty divisions, two Rumanian corps, the mass of the army artillery not on the 
Leningrad front and large numbers of army engineer units. Even later on the Army Group was 
unable to obtain any exact data on the sum total of German soldiers trapped in the pocket. The 
returns sent in by Sixth Army fluctuated between 200,000 and 270,000 men, but it must be 
remembered here that the stated ration strengths included not only the Rumanian troops but 
also many thousand indigenous volunteers - the so-called 'Hiwis' - and prisoners-of-war. The 
most commonly quoted figure of over 300,000 is undoubtedly exaggerated. Various 
communications-zone troops were left outside the pocket, as were part of the B-echelon 
transport, a number of the wounded, and all ranks on leave. These residual elements, which 
later formed the cadres with which most of the Sixth Army divisions were reconstituted, still 
amounted to anything between 1,500 and 3,000 men per division. If one bears in mind that the 
divisions of Sixth Army had already fallen off in strength in November, the estimate that there 
were 200,000-220,000 men in the pocket, even allowing for the strong complement of army 
artillery and engineers, is probably fairly accurate. 

The situation on 24th November was approximately as follows: 

The only intact formations left to Fourth Panzer Army were 16 Motorized Division on its 

southern wing - widely extended across the steppes on both sides of Yelista - and 1 8 
Rumanian Division on the northern side. All the other Rumanians had either been thrown 
back into Stalingrad or overrun. With what remnants of the Rumanian units it could scrape 
together, plus various German communications-zone troops, the army tried to hold an 
emergency defence line forward of Kotelnikovo and was not attacked again for the time 
being. What was left of Fourth Rumanian Army (including the headquarters) was placed 
under command of Colonel-General Hoth. After the Rumanian collapse, his 4 Corps, which 
had been part of the front south of Stalingrad, had swung back on to a front south and south- 
west of Stalingrad and had come under command of Sixth Army. 

Sixth Army, consisting of 4, 8, 1 1 and 51 Army Corps and 14 Panzer Corps, was surrounded at 
Stalingrad. It had taken 1 1 Corps and elements of 8 Corps out of the front facing north on 
both sides of the Don and put them into the pocket's newly formed western front, the salient 
tip of which reached to a point east of the Kalach bridge. A new southern front had been 
formed out of reserves and those elements of Fourth Panzer (or Fourth Rumanian) Army 
which had been thrown back to Stalingrad. The pocket measured about 30 miles across from 

east to west and 25 miles from north to south. 

Both wings of Third Rumanian Army had been broken through. In its centre a group of about 
three divisions under the same General Lascar who had distinguished himself at Sevastopol 
had put up a brave resistance, but they had since been surrounded and were now thought to 

have been captured. 

48 Panzer Corps, which had been in reserve behind the front facing the Don bridgehead, had 

launched what appears to have been a belated counter-attack, but this had proved 
unsuccessful. Both its divisions were now encircled and under orders to fight their way out to 

the west. The corps commander, General Heim, had already been replaced on orders from 
Hitler and summoned to the latter's headquarters. There Hitler had him sentenced to death at a 
court-martial presided over by Goring, who was always available for tasks of this kind, on the 
ground that he, General Heim, was to blame for his corps' failure. Heim was later rehabilitated 
when it was found that his forces had indeed been too weak for the task confronting them. 48 

Corps consisted of the newly formed Rumanian armoured division, which had had no battle 
experience whatever, and 22 Panzer Division, which had obviously not been up to standard 

from a technical point of view. 

For all practical purposes Third Rumanian Army had only about three divisions still in 
existence. They were those of 1 and 2 Rumanian Corps, which had not been drawn into the 
battle and were located next to the Italians on the Don. 

In the opinion of Army Group B, Sixth Army had at most two days' ammunition and six days' 

rations left. (These estimates were subsequently found to have been too low.) The airlift to 
date - insofar as the weather had permitted one to operate at all - had provided only one tenth 
of the army's requirements of ammunition and fuel. One hundred Junkers aircraft (equivalent 
to a working load of 200 tons less the inevitable losses) had been promised, and others were 

to follow. 

Intelligence reports showed that the enemy had poured some twenty-four formations (i.e. 
divisions and armoured or mechanized brigades) through the gap he had torn in the front 
south of Stalingrad. These had then wheeled north against the southern flank of Sixth Army, 

which they were fiercely attacking. 

From the point where he had penetrated Third Rumanian Army, the enemy had also pushed 
about twenty-four formations through towards Kalach in the rear of Sixth Army. About 

twenty-three more had been reported further west, advancing south and south-west towards 
the Chir. In addition, there were the Soviet troops in Stalingrad who had held out all along 

against Sixth Army's attacks and were now being reinforced across the Volga, as well as the 

superior forces still opposite the northern front of Sixth Army between the Volga and Don. 

Finally, there was no doubt that the enemy was continuously bringing up reinforcements by 
rail. Even by 28th November a total of 143 major formations (i.e. divisions, armoured 
brigades, etc.) had been identified in the operations area of the new Don Army Group. 

The forces to form Don Army Group under my command were as follows. First there was 
Sixth Army, surrounded at Stalingrad by an enemy roughly three times as strong, and 
composed of twenty very tired German and two Rumanian divisions. Its stocks of 
ammunition, fuel and food were running low, and there was no steady inflow of supplies to 
build them up again. Quite apart from the fact that it was surrounded, the army enjoyed no 
operational freedom whatever, having received categoric orders from Hitler to hold fast to the 
'fortress of Stalingrad'. Next came the remnants of Fourth Panzer Army and the two 
Rumanian armies. The best forces we possessed at present were one hitherto untouched 
German division (16 Motorized) - which could not be withdrawn from its defensive positions 
out in the steppes because it constituted Army Group A's only cover from the rear - and four 
still intact Rumanian divisions, whose combat value was unquestionably inferior to that of the 


Sixth Army's subordination to H.Q. Don Army Group was more or less a fiction, however, for 
in practice it had hitherto come directly under O.K.H. It was Hitler who had tied it down at 
Stalingrad when it might still have been able to fight its own way out. Now, operationally 
speaking, it was immobilized. The Army Group could no longer 'command' it, but merely 

give it assistance. 

Besides, Hitler was still maintaining his direct control of Sixth Army by a General Staff 
liaison officer who was installed with his own signals section at Sixth Army Headquarters. 
Even in the matter of supplies Hitler had the final say, since he alone had the means at his 
disposal to maintain the army from the air. Strictly speaking, therefore, I should have been 
right to decline to have Sixth Army in my Army Group and to insist that it formally remain 
under the direct orders of O.K.H. I did not do so at the time because I hoped that I should be 
in a better position than O.K.H. to ensure the direct co-operation of the relieving forces with 
the encircled army. Why this co-operation did not materialize in the decisive phase will be 

shown later. 

Apart from Sixth Army — which, being surrounded, was unusable in the operational sense - 
all that Don Army Group found awaiting it initially were mere remnants. 

It was envisaged that the Army Group should receive the following new forces, to be 

allocated as below: 

Forces From To Role 

H.Q. 57 Corps 
23 Panzer 

Division J Army Group 
Strong army A 

j* Fourth Pz. Relief drive on Stalingrad from south 

6 Panzer Division 
(Recently brought j Wegt 
up to strength) 

One corps H.Q. Third Rum. To relieve Stalingrad by advance 

Four/five i Army (left eastwards from Upper Chir as Army 

divisions wing) Detachment Hollidt 

At H.Q. Army Group B I was shown a message which General Paulus, the commander of 
Sixth Army, had radioed to Hitler on - to the best of my recollection- 22nd or 23rd November, 
It stated that he and all his corps commanders considered it absolutely imperative that the 
army should break out to the south-west. To raise the forces needed for such an operation, 
however, he would have to shift certain formations around inside the army and, for the 
purpose of economizing in troops, take his northern front back on to a shorter line. The view 
taken at Army Group Headquarters was that even if Hitler had given immediate approval, no 
break-out could have started before 28th November. 

However, Hitler had turned the request down and forbidden any retraction of the northern 
front. To make his point quite clear, he had entrusted General v. Seydlitz with command of 

the whole front in question. 

The staff of Don Army Group had neither the time nor the opportunity to retrace past events 
in Sixth Army. Evidently General Paulus did everything possible, within the limits of Hitler's 
order binding him to Stalingrad, to extract forces from those of his army fronts which were 
not so seriously threatened in the first instance. By pulling in 4 Corps of Fourth Panzer Army 
he was able to assemble a new front on his open south flank. Furthermore, he tried to keep his 
rear free by throwing 14 Panzer Corps from the eastern to the western bank of the Don. 
Unfortunately it ran into superior Soviet forces west of the river. At the very same time 1 1 
Corps - which was still holding its position west of the Don with a front facing north — was 
attacked in the rear. This situation led Sixth Army to pull both corps back into a bridgehead 
west of the Don and subsequently across the river to the east, so that it could form an all- 
round front between the Don and Volga. 

Although these measures prevented Sixth Army from being plunged into the vortex of defeat 
which had engulfed its neighbours, they also inevitably led to its encirclement. 

What must be made perfectly clear, on the other hand, is that it was the Supreme Command's 

business to issue an order affording Sixth Army the opportunity to acquire operational elbow- 
room and thereby to avoid being surrounded. A far-sighted leader would have realized from 

the start that to mass the whole of the German assault forces in and around Stalingrad without 
adequate flank protection placed them in mortal danger of being enveloped as soon as the 
enemy broke through the adjacent fronts. When the Soviets unleashed their big offensive 
across the Don and south of Stalingrad on 19th November, the German leaders must have 
known what was coming. From that moment onwards it was inadmissible to wait until the 

enemy had overrun the Rumanians, for even if their armies had not been carved up so quickly, 
it would still have been necessary to use Sixth Army in a mobile role in order to master the 
situation on the southern wing of Army Group B. By the evening of 19th November at the 
latest, therefore, O.K.H. should have given Sixth Army fresh orders allowing it freedom to 


Without going into the details of the first few days of the Soviet offensive, one may safely say 
that the encirclement of Sixth Army could only have been prevented if the latter had 
attempted a break-out in the very early stages, either by crossing the Don to the west or by 
striking south-west along the east side of the river. The onus of ordering it to do so lay with 
the Supreme Command. While General Paulus should certainly have taken his own decision 
to disengage from Stalingrad, he could hardly have done so as early as O.K.H. , not being 
briefed, as the latter was, on the situation in the neighbouring army areas. By 22nd or 23rd 
November, when he did ask for permission to break out, the vital hour may already have been 
missed. The fact that it was a serious psychological error to put this request to Hitler at all is 
another matter. Paulus had been acquainted with Hitler's views on the war in the east since the 
winter of 1941, when he had been Oberquartiermeister I at O.K.H. He was aware that Hitler 
credited himself with having saved the German Army from the disaster of a Napoleonic 
retreat that winter by ordering every foot of ground to be held. He must have realized that 
after Hitler's remarks about Stalingrad in his Sportpalast speech, the dictator would never 
agree to evacuation. The city's name was too closely bound up with his own military 


Thus the only solution would have been to confront him with the fait accompli of the army's 

disengagement from Stalingrad. 

It is conceivable, of course, that such action might have cost Paulus his head. Yet no one must 
think that it was any fear of what might happen to him personally that kept Paulus from taking 
things into his own hands and doing what he believed to be right. It is more likely to have 

been loyalty to Hitler which impelled him to try to get the army's break-out authorized, 
particularly as he was in direct touch with O.K.H. by radio. And, as I have already pointed 
out, he can hardly have had a sufficiently clear picture of the overall situation. The difficulty 
of deciding to act on his own initiative may also have been increased by the fact that a break- 
out would momentarily have meant a bigger risk to the army than forming a hedgehog 

position in Stalingrad. 



For the time being H.Q. Don Army Group was unable to take a hand in events by issuing any 
orders of its own. It could not take over its full responsibilities until such time as I arrived in 
Novocherkask, the place earmarked as our headquarters location, with a reasonably complete 
operations staff, and the necessary channels of communication had been established. Neither 

would be the case for some days yet. (For one thing, our aircraft had been grounded by a 
blizzard in the central sector, as a result of which we were having to continue the journey by 


Nonetheless, as the future commander of the Army Group, I had to make up my mind on one 
thing straight away on the basis of the situation report given to us on 24th November. Ought 
Sixth Army, if possible, to effect a break-out even at this late stage, or would it not be better, 

now that the first chance of doing so had undoubtedly been missed, to wait until a relief force 

could drive out to meet it? 

After careful reflection, and in complete agreement with my Chief-of-Staff, General Schulz, 
and the Chief of Operations, Colonel Busse, I came to this conclusion: 

The enemy would in the first instance do everything in his power to destroy the encircled 
Sixth Army. At the same time we had to bear in mind the possibility that he would try to 
exploit the collapse of Third Rumanian Army by pushing mechanized forces across the large 

bend of the Don towards Rostov, where he was offered the prospect of cutting off the rear 
communications not only of Sixth and Fourth Panzer Armies but also of Army Group A. The 
forces at the enemy's disposal - which he could doubtless augment by road and rail transport - 
would allow him to pursue the two aims simultaneously. 

I further concluded that the Army Group's foremost task must in any case be the liberation of 
Sixth Army. On the one hand, the fate of 200,000 German soldiers was at stake. On the other, 
unless the army were kept in existence and ultimately set free, there could hardly be any hope 

of restoring the situation on the right wing of the Eastern Front. One thing was clear: even if 
we were able to raise the siege and reestablish contact, Sixth Army must on no account be left 

at Stalingrad. The city's prestige value as far as we were concerned was non-existent. On the 
contrary, if we should succeed in getting the army out, it would be urgently needed to give the 

maximum possible help in stabilizing the situation on the southern wing sufficiently to bring 

us safely through the winter. 

The immediate question, however, was whether Sixth Army, having once missed its real 
opportunity to break out, should try to do so at this particular moment. As two days had 

passed since General Paulus's request to Hitler, the attempt could not, according to Army 
Group B, begin before 29th or 30th November. By then the enemy would already have had 
more than a week in which to tighten his hold on the pocket. 

The army would have the choice of only two escape routes, and in either case the enemy 
would be ready for it. One possibility was to break out towards the Don crossing at Kalach. 
But even if the army managed to pierce the encircling ring in this direction, there would still 
be the Don to bar its passage. Although most of the ammunition would have been expended 
on the original breakthrough, the army would now have to force a crossing against the 
powerful forces advancing west of the river towards the Lower Chir against negligible 
opposition. Its prospects of getting across, when it was short of ammunition and hard pressed 
by the enemy from north, east and south, seemed more than doubtful. 

Conditions might be slightly better if Sixth Army were to try to break through to the remnants 
of Fourth Panzer Army by moving in a south-westerly direction east of the Don - though here, 

too, the enemy would be ready for it. The objection in this case was that even if the actual 
breakthrough were successful, the army could not count on there being any German forces to 
meet it in the first instance. On its heels would be the Soviet armies now opposite its eastern, 
northern, and western fronts around Stalingrad, while west of the river the enemy would be 
able to follow it southwards and forestall all its attempts to effect a crossing to the west. Most 

probably the army would sooner or later have no choice but to stand and fight out in the 
steppes without adequate supplies of ammunition, fuel, or food! Some elements, such as tank 

units, might possibly get away, but the fate of the army as a whole would be sealed. The 
Soviet forces it had been engaging till then would be released, and this in turn was likely to 
lead to the destruction of the German armies' entire southern wing - including Army Group A, 

which was still out in the Caucasus. 

For the sake of both Sixth Army and the situation on the southern wing generally, our aim had 
to be to get the former out of the pocket intact and in fighting trim. This might have been done 
already if the Supreme Command had granted it operational freedom as soon as the danger of 
its encirclement became apparent. By now, however, it seemed too late for the army to break 
free and remain fit for further action without the extraneous help of relief forces. 

On the other hand, it could be assumed that once the two relief groups moved off, Sixth 
Army's position would be substantially easier in the operational sense, even if not for the 
initial breakthrough. Once the enemy advancing west of the Don were engaged by other 
forces, Sixth Army would at least be spared the prospect of having to fight that particular 
opponent. And if, at the same time as Sixth Army moved off, the other relief group were to 
thrust into the rear of the Soviet siege front east of the Don, the enemy would be compelled to 
weaken the latter and thereby to facilitate the beleaguered army's initial breakthrough. 

[Although the Hollidt relief group was finally never committed in that role, it did in fact tie 
down the Soviet forces operating west of the Don. The advance of Fourth Panzer Army, on 
the other hand, forced the enemy to weaken his front around Stalingrad considerably. Author.] 

At the same time the fact had to be faced that any delay was dangerous, since it would give 
the enemy time to consolidate his siege front. Such a risk could only be entertained if the 
Supreme Command guaranteed to supply Sixth Army by air for as long as was needed to 

liberate it. 

Such was the premise for not now resorting to the desperate solution of an isolated break-out 
by Sixth Army but for awaiting a fresh opportunity. This would present itself as soon as the 

relief groups could go in. 

In the light of the foregoing I informed the Chief-of-Staff of the Army by telephone that the 

Army Group's views were as follows: 

A break-out by Sixth Army to the south-west was probably still possible even now. To leave 
the army at Stalingrad any longer constituted an extreme risk, in view of the ammunition and 

fuel shortage. 

Nevertheless, since we considered that the best chance for an independent break-out had 
already been missed, it was preferable from the operational point of view at the present time 
to wait until the projected relief groups could come to the army's aid - always assuming that 
an adequate airlift could be counted upon. The latter factor, we emphasized, was absolutely 


The relief operation could be launched with the forces due to arrive at the beginning of 
December. To achieve real effect, however, it would require a steady flow of further 
reinforcements, as the enemy would also be throwing in powerful forces on his own side. 

An isolated break-out by Sixth Army might still become necessary if strong enemy pressure 
were to prevent us from deploying these new forces. 

An absolute prerequisite for accepting the risk of not making an immediate break-out from 
Stalingrad was that Sixth Army should daily receive 400 tons of supplies by air. 

[Four hundred tons daily was the army's minimum requirement of vehicle fuel and infantry 
and armour-piercing ammunition. After the ration stocks, etc., had been exhausted, this basic 

minimum rose to 550 tons. Author.] 

I made it perfectly clear in this conversation that unless the delivery of supplies could be 
guaranteed, one could not risk leaving Sixth Army in its present situation any longer, however 


Anyone who witnessed the subsequent tragedy of Stalingrad — Hitler's mulish determination 
to hold on to the city, O.K.H.'s deliberate failure to take the very last chance offered to it (a 
subject on which more will be said in due course), the delays which occurred in assembling 
the relief group of Fourth Panzer Army, and the Soviet breakthrough on the Italian front 

which rendered Army Detachment Hollidt incapable of any action to relieve Stalingrad - will 
conclude that it would have been better to insist on an immediate break-out by Sixth Army. 

It is fair to assume that at least some elements of the besieged formation would have managed 
to fight their way through to the remnants of Fourth Panzer Army - certainly the tank units 
and probably a number of the infantry battalions, too. 

On the other hand, it is unlikely that the army would have remained capable of operating as a 
formation. Things had already taken too ominous a turn by the earliest date at which a 

breakout could have been attempted. 

Yet at the same time as the extricated elements of Sixth Army might have been joining Fourth 

Panzer Army, the entire enemy siege forces would have been released. With that, in all 
probability, the fate of the whole southern wing of the German forces in the east would have 

been sealed - including Army Group A. 

I would nonetheless emphasize that the latter consideration played absolutely no part in 
shaping our appreciation of 24th November. Far from wanting to sacrifice Sixth Army in the 
interest of saving the southern wing, we hoped that it would have a better chance of escape 
when working in conjunction with the two groups earmarked for its relief than if it tried - at 

this late stage — to break out on its own. 

My staff and I were actuated by the hope of extricating not mere military debris but a 
complete army which would still be fit for further operations. It goes without saying that the 
name of Stalingrad and the prestige factor cut no ice with us whatever. 

That day, therefore, we refrained from presenting Hitler with a final demand for the break-out 
of Sixth Army or from ordering it on our own responsibility. One might add here that General 
Paulus, faced with the dilemma of whether to obey Hitler or the headquarters of his Army 
Group, would hardly have been able to opt for the latter. 

For the rest, it was perfectly clear to us that even if the relief groups were able to get through 

to Sixth Army, the latter could not possibly be left at Stalingrad any longer. The essential 
thing to ensure was that it retained as much of its fighting power as possible in the meantime. 
It was much more likely to achieve this in the Stalingrad area — provided that it were 
properly supplied from the air - than if it were caught out in the steppes while trying to 


The criterion of whether Sixth Army could be freed in this way was twofold, however. 

First, would the Luftwaffe be in a position to meet the army's vital needs? Secondly, could the 
Supreme Command furnish further relief forces- and if so, would it be prepared to do so? 
Both questions were clearly expressed in our message to O.K.H. Only Hitler, who as 
Commander-in-Chief of the Wehrmacht had power over all forces of the army and Luftwaffe 
in every theatre of war, was able to judge what the prospects were and take the appropriate 
decision. If the decision were an affirmative one, we should be justified in shelving the 
desperate measure of an isolated break-out and in leaving the army at Stalingrad. 

Should Hitler, however, be unwilling to commit every available man to the relief of 
Stalingrad while there was still time, or should he indulge, against his better judgement, in 
illusions about the capacities of the Luftwaffe, he would be guilty of dire irresponsibility. The 
same may be said of those who — as it later turned out — awakened and fortified such beliefs 
in him or who would not understand that the fate of Sixth Army must have precedence over 

the demands of all other theatres. 

That Goring would commit the supreme frivolity of promising an adequate airlift and then not 
even lay himself out to produce at least what he had available was something no soldier could 


Neither, however, did we foresee to what extent Hitler would ignore all factual considerations 
in favour of his 'hold-or-bust' theory. Who could suppose that he would accept the loss of a 
whole army for the sake of the name of Stalingrad? 


On the afternoon of 24th November we continued the journey from Starobyelsk to 
Novocherkask. Ten years before I had travelled down the same line to Rostov to attend the 
manoeuvres of the Red Army in the Caucasus. On that earlier occasion all sorts of interesting 
impressions had lain ahead of me; today it was a mission as to the gravity of which my staff 
and I had no illusions. Time and again our thoughts went out to our beleaguered comrades at 
Stalingrad, despite the efforts of my A.D.C., Lieutenant Stahlberg, to divert us with good 
gramophone music and talk of other problems. 

He had joined our staff after the death of 'Pepo', having been brought to me by my former 
colleague Tresckow, whose nephew he was. Stahlberg remained my constant companion till 
the end of the war. Throughout those years he was a faithful assistant to me in all personal 


On the morning of 26th November I broke my journey in Rostov to see General Hauffe, the 
Head of the German Military Mission to Rumania, who had originally been designated as the 
German Chief-of-Staff of Antonescu's Army Group. He painted a most disagreeable picture 
of the state of the two Rumanian armies on the Stalingrad front. Of their twenty-two original 
divisions, he told us, nine were completely wiped out, nine had run away and could not be 
sent into action for the time being, and four were still fit for battle. Given time, however, he 
hoped to form a few extra formations out of the wreckage. 

The antithesis to Hauffe's report was provided by a letter written to me by Marshal 
Antonescu. He had some bitter things to say about the Supreme Command, which he accused 
of not paying enough attention to his frequent warnings regarding the mounting danger in the 
Krementskaya bridgehead opposite Third Rumanian Army's front. He also complained of the 
way his own assumption of command had been repeatedly postponed. 

With every justification, moreover, the Marshal pointed out that of all Germany's allies, 
Rumania and he personally had done most for the common cause. Of his own accord he had 
made twenty-two divisions available for the 1942 campaign and-unlike Italy or Hungary-had 
unreservedly placed these under German command, despite not being bound to the Reich by 

any obligation of a contractual nature. 

His letter voiced the justified disillusionment of a soldier who sees his troops lost through the 

mistakes of others. 

Inwardly I could not dispute the justness of the Marshal's criticisms. I wrote to tell him that as 
one who had not previously been involved in the events in question, I was unable to comment 

on his strictures myself and had passed his letter on to Hitler - at whom, of course, I knew 
them to be aimed. It could certainly do Hitler no harm to have to read such unvarnished 

criticism by his most loyal ally. Besides, the letter touched on a political question: that of 
confidence between allies. Antonescu mentioned that his mortal enemy, the leader of the Iron 
Guard, had been put beyond his reach by Himmler and was now being kept in Germany 'for a 

rainy day'. The Iron Guard, a radical political organization, had earlier staged a putsch against 
the Antonescu regime and initially succeeded in surrounding the Marshal's official residence. 

Though the Marshal had ultimately been able to put down the rising, the Iron Guard leader 
had escaped abroad. It was understandable that Antonescu should consider himself disloyally 
treated when Himmler now held a protecting hand over this man. Such underhand tactics were 
hardly conducive to the strengthening of an alliance. 

Antonescu's original reason for writing to me was to complain that German officers and men, 
in both their official and unofficial capacities, had been guilty of roughly handling Rumanian 
soldiers and passing defamatory remarks about them. Although such occurrences could be 

accounted for by recent events and the poor showing made by many Rumanian units, I 
naturally took immediate action. However much one might sympathize with the indignation 
of German troops who had been left in the lurch by neighbouring units, incidents of this kind 

could only damage our common cause. 

I have already shown what could and could not be expected of Rumanian troops in various 
situations. But they were still our best allies and did fight bravely in many places. 

On 26th November we arrived at our new headquarters in Novocherkask. The only guard unit 
available was a battalion of Cossack volunteers, who obviously considered it a special honour 
to do sentry duty in front of our office building. As our main channels of communication were 
ready the next night, we were able to take over command of Don Army Group on the morning 

of 27th November. 

The task confronting us was a two-sided one. Its chief feature, and the one on which 
everything depended, was the relief and rescue of Sixth Army. Apart from being a priority in 
the humane sense, this was also vital from the operational point of view, first and foremost 
because there could be hardly any hope of restoring the situation on the southern wing of the 
Eastern Front - or, indeed, in the eastern theatre as a whole - unless the forces of Sixth Army 

were preserved. 

The other side of the task - and this had to be borne in mind throughout - was the already 
existing danger that the entire southern wing of the German armies would be destroyed. If 
this were allowed to happen, it would most probably be the end of the struggle in the east and 
consequently lose us the war. Should the Russians succeed in tearing through the flimsy 
screen - for the moment consisting mainly of Rumanian remnants and German B-echelon 
troops and emergency units - which, leaving aside the so-called Fortress of Stalingrad, 
constituted the sole protection of the whole operational area between the rear of Army Group 
A and the still-existing Don front, not only Sixth Army's position would be hopeless. That of 
Army Group A, as well, would become more than critical. 

[Ad hoc units formed from non-combat units, headquarters staffs, Luftwaffe troops and Army 

personnel who had been on the way back to their parent units from privilege or sick leave. 
These 'emergency units' lacked cohesion, seasoned officers and weapons (especially anti-tank 
protection and artillery), and most of them had had little or no battle experience or training in 
close combat. Their fighting value was therefore low. Nonetheless, after being welded 
together for a period in action they often fought outstandingly well. Author.] 

It was thanks to the Commander of Fourth Panzer Army, Colonel-General Hoth, and the 
recently appointed Chief-of-Staff of Third Rumanian Army, Colonel Wenck, that we ever 
succeeded at all, in the critical days at the end of November, in raising the screens which, by 

covering the enormous gaps between Sixth Army, Army Group A and the Don front, 
prevented any exploitation of the situation by the Russians. Had the enemy been able at that 

time to thrust a fast-moving army down to the lower Don at Rostov - which he was 
undoubtedly strong enough to do - the loss of Army Group A as well as Sixth Army would 

have become quite conceivable. 

But even though this mortal threat to the southern wing remained constantly present, the 
Army Group did not allow one single man or round of ammunition needed for the rescue of 

Sixth Army to be diverted from that task. As long as there was the remotest prospect of 
success, it went to the very limit of its powers and resources to bring off the attempted relief. 
To do so it had to accept the greatest imaginable risks. 

The fact that we ultimately failed in our mission was primarily due to the extraordinary 
preponderance of the enemy's forces and the deficient strength of our own. Further handicaps 
were created by weather conditions, which greatly hampered the activities of the Luftwaffe, 
particularly in supplying Sixth Army, and by the transport position, which did not permit the 
relief forces to be brought into action quickly enough. 

Furthermore, we now experienced for the first time the inhibitions which emanated from the 

German Supreme Command and had their origin in Hitler's personality, opinions and 
character. These have already been described in the chapter on Hitler's military leadership. 
Their effect in this case was that the Supreme Command would not run the risk of setbacks on 
other fronts in order to put everything it had into the relief operation. Furthermore, they 
caused repeated delays in the taking of priority decisions, although the trend of the situation 
could be clearly foreseen and had repeatedly been pointed out to Hitler by our own 


Of the two different tasks I mentioned as confronting the Army Group on its assumption of 
command, the first - that of extricating Sixth Army-was virtually all over by Christmas 1942, 
when it was clear that Fourth Panzer Army could no longer succeed in effecting a link-up. 
With Hitler still clinging to Stalingrad, H.Q. Sixth Army backed down at the decisive hour - 
contrary to the Army Group's instructions - from taking what was possibly the very last 
chance of salvation. With that the army's fate was as good as settled. Hitler's ideal of still 
being able to relieve it at a later date by bringing up an SS panzer corps from Kharkov in 

January was illusory from the first. 

What followed in the Stalingrad pocket after Fourth Panzer Army's attacks had come to a 
standstill was indeed the death-struggle of Sixth Army. Yet in view of the fact that the other 
part of the Army Group's mission was still to prevent the destruction of the southern wing as a 
whole, it was not until this struggle had reached its closing stages that we could justifiably 
attempt to cut it short - and thereby curtail the losses and suffering of the doomed army - by 

recommending a capitulation. 

The battles to save Sixth Army were, of course, closely bound up with developments on the 
whole of the German southern wing. My object in considering the latter separately in a later 
chapter is to give greater clarity to the various operational considerations involved. 


The situation facing the Army Group on its assumption of command differed very little from 

that of 24th November. 

The enemy had obviously committed his main forces primarily in the ring enclosing Sixth 
Army. Of the 143 Soviet formations reported in the Army Group area, some sixty at least had 

been employed all along on the encirclement of the army. The latter's southern front was 
subjected to a heavy attack on 28th November, but this the army managed to beat off. On all 
its other fronts at the end of November there was only localized fighting, in the course of 
which the defences became more firmly established. Nevertheless it was clear that any 
attempt to break out just then would have run into powerful opposition, and the stocks of 
ammunition and fuel still available in the pocket would inevitably have been used up. Even if 
the initial breakthrough had come off, the army would have reached the Don without 
ammunition or fuel at a time when there could be no relief group at hand. 

Otherwise the enemy was busy feeling his way forward against the thin screens being thrown 
across the gaps to the south and west of Stalingrad, behind which the relief forces were to 

complete their assembly. 

The Army Group's immediate problem was to obtain the clearest possible picture of the 
condition and intentions of Sixth Army. What it had been able to discover from O.K.H. and 
Army Group B at a distance of several hundred miles was obviously not enough. 

As early as 16th November I had been handed a letter from General Paulus by an officer who 

had flown out of the pocket. 

[See Appendix I.] 

In it Paulus stressed the necessity of having 'freedom of action in an extreme emergency', 
since a situation calling for an immediate break-out to the south-west was liable to arise any 
day or hour. The information which this letter neglected to give on the army's supply position 
was provided in a report furnished by General Pickert, a Luftwaffe officer who had himself 
just flown out of the pocket, having been detailed by the commander of Fourth Air Fleet, 
Colonel-General Baron v. Richthofen, to organize the airlift. 

According to Pickert the army had enough rations - albeit on short issue- for twelve days. 
Ammunition stocks were at 10-20 per cent of the normal scale, which corresponded to the 
amount which would be expended in one day's intensive fighting! The vehicle fuel was only 
enough for minor troop movements and would not suffice to concentrate the tanks for a break- 
out. If these figures were correct, one could only wonder how Sixth Army had proposed to 
implement the break-out plan of which it had given notice four days previously. 

In the light of this information I resolved to fly into the pocket and talk to Paulus myself. 
However, my Chief-of-Staff and Chief of Operations finally prevailed on me to abandon the 
idea, as it seemed more than likely, from the state of the weather, that I should be detained 
there for two days or more. To be away for all that time was inadmissible in view of the tense 
situation and the need to keep O.K.H. constantly aware of the Army Group's views, so I 
dispatched my Chief-of-Staff, General Schulz, instead, and on a later occasion my Chief of 

Operations, Colonel Busse. 

Schulz's mission was primarily to gain a first-hand impression of the situation and condition 
of Sixth Army and its command staff and to brief the army commander on the plans for 
raising the siege. In this way the latter was to be given an opportunity to comment on the 
prospects and timing of the operation. Everything depended on harmonizing Paulus's views 
with our own, as it was clear that in the absence of telephone lines or any reliable means of 
written communication the Army Group could exert only a limited influence on Sixth Army's 
decisions. The need for complete understanding was increased by the existence of the O.K.H. 
liaison officer, whose presence at the Army Headquarters kept it under the constant sway of 

Hitler's thoughts and orders. 

Apart from revealing his deep but only too understandable depression over a situation for 
which not he but the Supreme Command was responsible, Paulus's letter seemed to me, in the 

desire it expressed for 'freedom of action in an extreme emergency', to indicate that he 
intended breaking out of the pocket if the position there became untenable. This might either 
be because the enemy had already penetrated or even broken through one or more of the 
army's fronts - so that the tactical situation had become untenable - or else because the 
strength of the troops was giving out. In either case, to my mind, an attempted break-out could 
end only in catastrophe. In the situation that now prevailed two things were of fundamental 
importance. First there must be a stubborn defence to keep the army in existence. Next must 
come a breakthrough - not launched as a forlorn hope, but deliberately timed to take place 
when the army still had the strength to carry it out, and also to coincide with relief operations 

from outside the pocket. 

Such were the views which Schulz had to put over to Paulus. 

The overall impression he brought back with him - and this was later confirmed by Colonel 
Busse - was that Sixth Army, provided it were properly supplied from the air, did not judge its 
chances of holding out at all unfavourably. (That such an attitude could also be dangerous 

would be seen later on.) 

With that I come to the question of whether an airlift to Sixth Army could really be 


In our report to O.K.H. from Starobyelsk on 24th November I had been at pains to point out 

how crucial this was. Only if a guarantee of air supplies were given, I had said, could we 
afford to delay a break-out until the intervention of relief forces improved the army's chances 

of escape. 

By refusing to sanction Paulus's request for a break-out the day before my telephone 
conversation, Hitler had to all intents and purposes already given that guarantee. His refusal 
had been based on an assurance from Goring, whose staff was indeed the sole authority 
competent to assess the Luftwaffe's ability to keep Sixth Army supplied at Stalingrad. 

On assuming command of Don Army Group, I was told by Colonel-General v. Richthofen, 
whose Fourth Air Fleet was in support of us and responsible for supplying Sixth Army from 
the air, that he did not think an adequate airlift could be flown under the prevailing weather 
conditions. Even if the weather improved, he said, he still did not believe it would be possible 
to maintain the lift for any length of time, and had already told Goring as much. Of course, he 
added, he was in no position to judge the extent of Goring's other resources. 

The Army Group immediately reported v. Richthofen's opinion to O.K.H., but its only 
reaction was to refer us to forthcoming increases in the strength of the transport squadrons. 
The same answer was given to our daily reports that the loads flown into the pocket were 
coming nowhere near the quotas envisaged. These new squadrons arrived right enough, and 
their crews did their duty with great self-sacrifice, but although the Luftwaffe lost 488 aircraft 
and about 1,000 men at Stalingrad, it never succeeded in providing Sixth Army with anything 

like its minimum requirements. 

It is thus established that the promise Goring gave to Hitler on 23rd November — or possibly 

even earlier - was entirely unwarranted. Whether it was due to a false appreciation of 
Luftwaffe potentialities or frivolously given in a desire to show off or humour Hitler, I cannot 
tell. In any event the responsibility is Goring's. Nevertheless, Hitler should still have checked 
up on the reliability of his statements. Besides knowing what sort of person Goring was, he 
was also well aware of the strength of the Luftwaffe. 

Unlike Hitler, neither the Army Group staff nor the chief of Fourth Air Fleet were in a 
position to verify the facts. Nor had they any immediate reason for seeing anything wildly 
impracticable in a short-term airlift. After all, in the winter of 1941 — 2 the Luftwaffe had 
provided 100,000 men in the Demyansk pocket with everything they needed. 

Although in fact twice that number were surrounded this time, it could only be a matter - to 
our mind - of keeping supplies going for a few weeks or so. As soon as the relief groups drew 
near to the pocket, Sixth Army must in any event break out. To leave it at Stalingrad for a 

longer period was quite out of the question. 

All the Commander-in-Chief of the Luftwaffe had to do in effect was to make a 

straightforward calculation. 

Sixth Army's minimum requirement of all types of supplies totalled 550 tons per day or at 
least 400 tons until all ration dumps in the pocket were exhausted. 

In order to lift 550 tons - if each aircraft made one run daily - we should need 225 Ju-52s (or 
correspondingly more He-1 1 Is, which could carry only 1.5 tons at the outside). 

The distances to be flown from the air-bases of Morosovsky and Tatsinskaya were 110 and 
135 miles respectively, though in either case only the last 30 miles would be over enemy 
territory. (Neither of these airfields was lost to the enemy until Christmas 1942, when the fate 
of Sixth Army was already decided.) In favourable weather conditions the aircraft could be 
expected to make two trips each in twenty-four hours. On the days when this happened the 
number of machines needed would be reduced by half. 

These figures formed the preliminary basis on which the Commander-in-Chief of the 
Luftwaffe had to assess the possibility of supplying Sixth Army by air. In addition, however, 

he had the following factors to consider: 

First, there was the probability in winter that the squadrons working the airlift would be 
grounded by weather. The resultant deficit would have to be made up by lifting an extra 
tonnage on flying days — i.e. the number of aircraft must be proportionately increased. While 
it was difficult to predict to what extent the weather would prejudice flying, the Luftwaffe 
meteorologists should be able to turn up certain records from the previous winter. 

The second factor to be taken into account was that not all machines are ever airworthy at any 
one given time. This could be seen from statistics. To a large extent the number of aircraft out 
of commission depended on what ground-crews and maintenance facilities were available at 
the air bases. This is a subject to which I shall return later. 

Finally it had to be remembered that a certain percentage of the transport machines would be 
shot down or crash. The rate of losses by enemy action was again largely dependent on how 
much fighter cover the Luftwaffe could provide. 

The Commander-in-Chief of the Luftwaffe thus had to weigh two questions with the utmost 
care before giving any firm promises about an airlift. 

Had he any prospect whatever of immediately assembling 550 tons of carrier space, bearing in 
mind the extra demands imposed by bad weather and the non-availability of aircraft for 

technical reasons? 

Could he maintain this figure by a continuous flow of replacements, and above all by 
providing an appropriate number of fighter and pursuit aircraft to combat the air defences 
anticipated on the enemy's side, until such time as Sixth Army was likely to be relieved ? 

Goring was the only man in a position to give completely satisfactory answers to these 
questions. Only he was able to tell whether the requisite number of aircraft could be found 
and whether their use here was defensible in the light of the Luftwaffe's other commitments. 
If neither were the case, it was his duty to tell Hitler so point blank when the decision 
regarding Sixth Army was taken - i.e. around 22nd-23rd November. 

It was Goring's further duty, once Hitler had ordered the army to remain at Stalingrad, 
immediately to throw in the Luftwaffe's very last reserves of carrier aircraft, fighters and 

repair shops. 

It is doubtful whether Goring did everything he could have done in this field, and at the 
beginning of January, as a result of the Army Group's constant references to the inadequacy of 
the airlift, Hitler ordered Field-Marshal Milch to take it over. As the latter had all the forces 
and resources of the Luftwaffe in Germany at his disposal, he was certainly in a position to 

improve the airlift's basic efficiency. 

By now, unfortunately, it was too late from the operational point of view for him to do any 
good. The same went for the airlift as such, for in the meantime the two above-named bases 
had been lost and the supplies had to be flown over much longer stretches. 

As if his original promise of 22nd-23rd November had not been frivolous enough, Goring 
proceeded to make things even worse by not exhausting all the possibilities open to him in the 
first vital weeks of the siege. For that was the time when the bid to save Sixth Army might 

still have had some chance of success. 

The more debatable and confused the airlift issue became, the more important it was to relieve 
Sixth Army at the earliest possible date. According to details passed to the Army Group by 
O.K.H., the latter was to make the following forces available for this purpose: 

(a) In the framework of Fourth Panzer Army: 57 Panzer Corps under General Kirchner (to be 
moved over from Army Group A) with 6 and 23 Panzer Divisions and 15 Luftwaffe Field 

Division under command. These forces were scheduled to arrive in the Kotelnikovo area by 

3rd December. 

(b) Deploying in the sector of Third Rumanian Army: a new formation to be known as Army 
Detachment Hollidt, consisting of 62, 294 and 336 Infantry Divisions; 48 Panzer Corps 

(General v. Knobelsdorff) with 1 1 and 22 Panzer Divisions; 3 Mountain Division; and 7 and 8 
Luftwaffe Field Divisions. This group was to be ready to become operational on the Upper 

Chir around 5th December. 

All told, the Army Group expected to have relief forces amounting to four armoured 
divisions, four infantry or mountain divisions and three Luftwaffe field divisions. It was 
assumed from the start, of course, that the Luftwaffe divisions could at best be employed in 
some defensive role, such as shielding the flanks of the assault elements. 

The forces indicated - assuming that they did become available in this strength and at the 
times stated - might conceivably suffice to make temporary contact with Sixth Army and to 
restore its freedom of movement. In no event, however, could they administer a defeat big 
enough to enable us - as Hitler had put it in the jargon of static warfare - to 'reoccupy the 

positions held prior to the attack. 

On 27th November the Army Group received a teleprinter message from O.K.H. replying to 
the appreciation of the situation we had submitted three days previously. It appeared from this 

that Hitler was still prejudiced by the ideas already referred to. The reason he gave for 
deciding to hold fast to Stalingrad was that if we abandoned it now we should have to try all 
over again next year, at an even greater cost, to regain what we had sacrificed so much to win 

in 1942. 

Quite apart from whether a repetition of the 1 942 offensive would be at all expedient or 
feasible when the time came, the question simply did not arise at the present moment. The 

real problem was whether the least possibility existed of somehow or other restoring the 
situation on the southern wing of the Eastern Front. Unless Sixth Army were saved, there 

seemed to be almost no hope of doing so. 

On 28th November, therefore, I sent Hitler a detailed appraisal of the position, appending a 
table which showed the strengths of enemy forces (in all, 143 major formations) operating 
against us. I also gave a clear picture of the situation and condition of Sixth Army, noting in 
particular that it would shortly be deprived of the use of its artillery through lack of 

ammunition and loss of mobility. 

In the circumstances, I said, it was doubtful whether one could afford to wait for all the relief 
forces to arrive, particularly Army Detachment Hollidt. Presumably the relief group of Fourth 
Panzer Army would now have to move off ahead of it. Naturally nothing decisive could be 
achieved by this, for everything depended - as we had already pointed out on 24th November 
- on the provision of additional forces. The best one could hope to do was to cut a corridor to 
Sixth Army through which to replenish its fuel and ammunition stocks and thereby restore its 
mobility. After that, however, the army must be fetched straight out of the pocket, as it could 
not possibly survive the winter out in the open steppes. 

Above all, I told Hitler, it was strategically impossible to go on tying down our forces in an 
excessively small area while the enemy enjoyed a free hand along hundreds of miles of front. 
What we must regain at all costs was our manoeuvrability, as the solution applied in the case 
of the Demyansk pocket the previous year was now out of the question. 

The above appraisal was fully confirmed by later events. 

It was 3rd December before we received a reply on this fundamental question of operational 
policy - just one more example of the way Hitler loved to defer answers which were not to his 


The reply did state, however, that Hitler agreed with our views. There were only two points 
on which he had any qualifications to make. In the first place, he did not wish the northern 
front of Stalingrad to be pulled back or shortened for the purpose of finding extra forces. 
Secondly, while not disputing the number of enemy formations listed in my appreciation, he 
nonetheless contended that the strength of the Soviet divisions had been reduced and that the 
enemy command would have trouble in maintaining supplies and proper control as a result of 

its unexpected successes. 

He was possibly right regarding the reduction of divisional strengths. This was more than 
offset, however, by the extent to which our own forces had been weakened in several months' 
heavy fighting - a subject on which the Army Group had reported in no uncertain terms. That 
the Soviets were already having supply difficulties was unlikely, and the supposition that they 

had any control problem was mere hypothesis. 

At any rate — and this was of paramount importance — it could be assumed from Hitler's 
general endorsement of our views that he accepted the three essential points: 

(i) Even in the event of our being able to fight a way through to Sixth Army, the latter could 

not be left at Stalingrad for any length of time, 
(ii) The army must receive a daily average of supplies by air. 
(iii) As the Army Group had been constantly emphasizing since 21st November, a continuous 

flow of reinforcements was needed. 

It will be seen in due course that Hitler really had not the slightest intention of releasing Sixth 
Army from Stalingrad. Neither were the other two prerequisites for the success of the 

operation to be fulfilled. 

The first thing we discovered was that the strength of the forces being provided by O.K.H. for 
the relief of Sixth Army, as well as the timing of their availability, were by no means in 
keeping with what we had gathered from the promises made to us in Starobyelsk. 

To begin with, there were considerable delays in transporting the troops to their new areas. In 
the case of Army Detachment Hollidt this was due to the low efficiency of the railways, and 
in that of Fourth Panzer Army's relief group to the fact that while the steppes around 
Stalingrad were in the grip of an icy frost, a thaw had set in down in the Caucasus. 
Consequently the wheeled elements of 23 Panzer Divisions were unable to move by road as 

scheduled and had to go by rail instead. 

At the slow rate of progress this involved, 57 Panzer Corps' operational deadline was put off 
by several days - in a situation where every single day counted. 

The strength of the relief groups proved more unsatisfactory still. 15 Luftwaffe Field 
Division, which was due to join 57 Panzer Corps, had not even been established yet - a 
process which took several weeks to complete. When finally ready, the division had to be 
committed to battle at the height of an emergency (at a time, incidentally, when the relief 
problem had long been decided in the negative sense) and disintegrated during its first few 

days in action. The army artillery to be handed over by Army Group A, except for one 
regiment of smoke troops, never arrived at all. Of the total of seven divisions earmarked for 
the Hollidt relief group, we found that it had already been necessary to commit two infantry 

divisions (62 and 294) on the front of Third Rumanian Army to provide it with at least a 
modicum of stability. Their withdrawal would have led to the immediate collapse of 1 and 2 
Rumanian Corps' battle-fronts. Both divisions were thus excluded from the relief operation 
from the start. Another of the promised formations which failed to put in an appearance was 3 
Mountain Division. The first half of it, which had already entrained, was diverted by O.K.H. 
to Army Group A to deal with a local crisis; the second was retained by Central Army Group 
for a similar purpose. 22 Panzer Division, which had been thrown in with Third Rumanian 
Army at the beginning of the Soviet offensive, proved to be a complete wreck incapable of 
any offensive action after the losses it had suffered in the November battles. Since it was 
impossible to employ the Luftwaffe divisions in an offensive role, practically the only striking 

forces left for the relief operations of Fourth Panzer Army and Army Detachment Hollidt 
respectively were 57 Panzer Corps (with a strength of two armoured divisions) and 48 Panzer 
Corps (11 Panzer Division and 336 Infantry Division, the first of which was still moving up). 
17 Panzer Division and 306 Infantry Division, which O.K.H. subsequently brought in to 
replace the divisions which had failed to arrive, could neither fully compensate for the 
deficiency of strength nor be readv to go into action as early as the relief operation demanded. 

In the circumstances, the original idea of relieving Sixth Army from two different directions - 

Fourth Panzer Army from the Kotelnikovo area east of the Don and Army Detachment 
Hollidt from the Middle Chir towards Kalach - would be invalidated by a shortage of forces. 
The most we could hope to do now was to assemble sufficient strength at one spot. As things 
stood, this left only Fourth Panzer Army eligible for the attack. It had a shorter mileage to 
cover to Stalingrad and did not have an obstacle like the Don to negotiate. It was also 
reasonable to hope that the last quarter from which the enemy would expect a relief offensive 
was anywhere east of the Don, as the whole situation made it extremely risky for the Germans 

to assemble large forces in that area. For the very same reason he had initially put out 
relatively weak forces in the direction of Kotelnikovo for protection of his siege front. Here, 
for the time being, Fourth Panzer Army was faced with only five enemy divisions, whereas 
the enemy on the Chir had already fifteen divisions in the line. 

The order issued by the Army Group on 1st December for Operation 'Winter Tempest' thus 

envisaged the following: 

On a date still to be fixed (but in any case not earlier than 8th December), Fourth Panzer 
Army was to attack east of the Don with the bulk of its forces, moving off from the area of 
Kotelnikovo. Once it had thrust through the enemy's covering forces, its task would be to 
attack and roll up the southern and/or western siege front encircling Stalingrad. 

A smaller force provided by Army Detachment Hollidt's 48 Panzer Corps was to thrust from 
the Don-Chir bridgehead of Nizhne Chirskaya into the rear of the enemy covering forces. 
Should the enemy opposite Fourth Panzer Army north of Kotelnikovo be conspicuously 
reinforced prior to the attack, or should the situation of Fourth Rumanian Army, whose job 
was to cover Fourth Panzer Army's long eastern flank, take another critical turn, the following 
alternative plan would come into operation. The armoured divisions of Fourth Panzer Army 
would make a surprise move northwards along the west bank of the Don and launch the main 
thrust from the Nizhne Chirskaya bridgehead. It was also envisaged that a less powerful shock 
group should thrust up at Kalach from out of the Don-Chir bridgehead west of the Don in 
order to cut the enemy's communications there and open up the Don bridge for Sixth Army. 

As regards Sixth Army, the orders laid down that on a date after Fourth Panzer Army's attack 
still to be fixed by the Army Group it would initially break through to the south-west in the 
direction of the Donskaya Tsarytsa, its aim being to link up with Fourth Panzer Army and to 
take a hand in rolling up the southern and western siege fronts and capturing the Don 


On express instructions from Hitler the army was to continue to hold its existing positions in 
the pocket. That this would not be possible in practice when it broke out to the south-west to 

meet Fourth Panzer Army was perfectly obvious, for when the Soviets attacked on the 
northern or eastern fronts it would have to give way step by step. In the event, undoubtedly, 
Hitler would have had no choice but to accept this fact, as he did on later occasions. (Not that 
we could say so in the operation order, of course, as Hitler would have learnt of it through his 
liaison officer at Sixth Army Headquarters and immediately issued a countermand.) 

During the first few days after my take-over everything remained fairly quiet on the Army 
Group front. Evidently the enemy was preparing a concentric assault on Sixth Army. On the 
other hand, he apparently did not care to venture an immediate thrust on Rostov with strong 
armoured forces, nor did he even try to go for the Army Group's vital Donetz crossings or the 
railway junction of Likhakha. Probably he thought he could save himself the risk attaching to 
a tank drive of this kind, since his preponderance of forces in the large bend of the Don 

promised to assure him of success in any event. Yet he undoubtedly sacrificed a big 
opportunity in this way, for at the end of November and in early December the forces we 
should have needed for intercepting such a thrust simply did not exist. 


On 2nd December the enemy made his first attack on Sixth Army. Like those which followed 

on the 4th and 8th of the month, it was bloodily repulsed by the courageous troops in the 
pocket. Fortunately the supply position now appeared more favourable than we had originally 
dared to expect, for on 2nd December the army reported that by existing on a reduced scale of 
rations and slaughtering a large proportion of the horses, it could - reckoning from 3oth 
November - manage with its present stocks for twelve to sixteen days. At the same time the 
state of the weather encouraged us to hope for an improvement in the rate of air supplies, a 
record load of 300 tons being flown into the pocket on 5th December. (Unfortunately this was 
to remain an all-time high.) Nonetheless it was clear that no time must be lost in making 
contact with Sixth Army on the ground and fetching it out of the pocket. 

As far as this went, the only thing in our favour to date was that the enemy had not ventured 
to exploit his chance of severing the Army Group's rear communications at the Donetz 

crossings or at Rostov (where he could have simultaneously cut off Army Group A). 
Otherwise the position deteriorated badly in the sectors from which the relief thrusts were to 

be made. 

In the case of Fourth Panzer Army the arrival of 57 Panzer Corps from the Caucasus was 
delayed for the reasons already stated. The assembly date, originally 3rd December, was put 
off till 8th and then till 12th December. Naturally the enemy was not going to remain inactive 
over so long a period. On 3rd December he pushed forward in strength towards Kotelnikovo, 
57 Panzer Corps' main railhead, obviously with a view to clearing up the position there. The 

following day he was driven back by 6 Panzer Division, which had meanwhile become 
operational. From 8th December onwards there were signs of a major enemy force gathering 
on Fourth Panzer Army's northern front (north-east of Kotelnikovo), where a new Soviet army 
(Fifty-First) was identified. On the other hand, things remained quiet on the Panzer Army's 
eastern front, which was manned mainly by the troops of the subordinate Fourth Rumanian 
Army. The same applied to 16 Motorized Division around Yelista. 

With a view to setting the Rumanians' minds at rest, we made this division dispatch a light 
motorized force up north to reconnoitre in the rear of the Soviet front facing them. It 
established beyond all possible doubt that for the time being the enemy had no forces 
assembled in any great strength west of the Volga. 


Events took a much more serious turn in the area of Army Detachment Hollidt {Third 
Rumanian Army's sector). Here, on the Lower Chir, from its junction with the Don to a point 
some 45 miles upstream, the only troops on the ground, apart from a few anti-aircraft groups, 

were alarm units which had been set up from B-echelon elements and Sixth Army men 
returning from leave. These were later augmented by the two Luftwaffe divisions which, after 
originally being earmarked for Army Detachment Hollidt, had been found to be only 
conditionally employable owing to their complete lack of battle experience and shortage of 

trained officers and N.C.O.s. 

The rent torn between the bend in the Chir at Bolshoi Ternovsky and the still intact Don front 
when the Russians broke through Third Rumanian Army in November had been patched up 
by bending back the right wing of the Third Rumanian Army elements on the Don (1 and 2 
Rumanian Corps) and by bringing in the badly battered 22 Panzer Division and remnants of 
the over-run Rumanian divisions. In fact, however, the infantry divisions destined for Army 
Detachment Hollidt should also have been committed here in order to afford this 75-mile 
stretch of front a minimum degree of stability. By the beginning of December there were 
ominous signs of an impending major offensive on the Chir front, and two days later strong 

enemy artillery was identified along the lower reaches of the river. It was here, on 4th 
December, that the Russian attacks began, striking without respite at one point after another. 
The more the enemy persisted in his attempts to break through, the more critical the situation 
became. It was absolutely vital that we should continue to hold this stretch of river, as our 

bridgehead in the angle between the Chir and Don, including the Don bridge at Nizhne 
Chirskaya, was of fundamental importance for the relief of Sixth Army. Apart from that, an 
enemy breakthrough over the Chir would have cleared the way to the Morosovsky and 
Tatsinskaya airfields, which were only 25 and 50 miles away, as well as to the Donetz 
crossings and Rostov. In the circumstances the Army Group had no choice but to agree that 
48 Panzer Corps (whose 1 1 Panzer and 336 Infantry Division had arrived by this time) should 

temporarily be used to bolster up the front on the Lower Chir. The corps found itself playing 
the role of a veritable fire-fighter, dashing from one spot to the next to intervene every time 

the thin screen of alarm units threatened to collapse. Naturally this temporarily deprived 
Army Detachment Hollidt of the only divisions it could have employed in an offensive relief 
role from this direction. As soon as the situation permitted, however, it was still intended to 
bring the corps across the Nizhne Chirskaya bridge to co-operate with the relief group of 

Fourth Panzer Army. 

On 9th December the attacks against Sixth Army, in the course of which the enemy had come 
in for some very rough treatment, started to slacken off. This probably meant that forces were 
already being released to head off any German attempt to lift the siege. 

On the Chir front the enemy kept up his pressure unremittingly, but on Fourth Panzer Army's 
northern front, after the failure of his Kotelnikovo operation, he displayed a certain degree of 



I need hardly say that in this critical situation I was in constant telephonic communication 
with the Chief-of-Staff of the Army, General Zeitzler. He entirely agreed with my forecast of 
developments and the inferences I drew. But whether he would be able to get Hitler to take 
appropriate - and timely - action was quite a different matter. 

Apart from our constant demand for reinforcement of the Luftwaffe transport squadrons 
working the airlift to Sixth Army, there were two outstanding issues: 

The first was that even if Sixth Army could be relieved, it must on no account be left in the 
Stalingrad area any longer. Hitler himself still wanted to hang on to the city - just as he had 
insisted on doing with the Demyansk pocket the previous winter - and to keep the army 
supplied there by means of a land corridor. 

Don Army Group, on the other hand, was as convinced as ever that this was entirely the 
wrong solution and that it was essential to become operationally mobile again if disaster were 
to be avoided. This tug-of-war continued until the very last chance of saving Sixth Army had 

been thrown away. 

The second issue was the reinforcement of the relief forces. Ever since the discovery that of 
the seven divisions originally promised us for Army Detachment Hollidt's relief bid we could 
at best expect to get 48 Panzer Corps with a strength of two divisions, it had been vital to 
strengthen Fourth Panzer Army. Anyone could see that the latter was not going to reach 
Stalingrad with only 6 and 23 Panzer Divisions. 

There were two possible ways of effecting this reinforcement. 

Don Army Group repeatedly asked to be given Army Group A's 3 Panzer Corps of two 
armoured divisions, which should not have been used in mountainous country anyway. On 
each occasion the request was refused because Army Group A claimed it could not release the 
corps unless it were allowed to evacuate a salient projecting far into the Caucasus - a measure 
which Hitler, in turn, would not countenance. We were just as unsuccessful in our attempts to 
get an Army Group A regiment to relieve 16 Motorized Division at Yelista, where it was 

covering the deep flank of First Panzer Army. By the time anything was done about this it 
was too late to make any difference at Stalingrad. 

The second possible way of reinforcing Fourth Panzer Army in time for its thrust to 
Stalingrad lay in the provision of new forces by O.K.H. At the time in question 17 Panzer 
Division and the newly established 306 Infantry Division were - in that order - on their way to 
Don Army Group. In consequence of the delay involved in assembling 57 Panzer Corps at 
Kotelnikovo, the former of the two could have arrived just in time to move off with it to 
Stalingrad. Unfortunately O.K.H. had the division detrained as its own reserve behind the left 
wing of the Army Group because - not without reason - it feared a large-scale attack was 
impending there. Yet O.K.H. could not have it both ways: success for Fourth Panzer Army 
and security against a crisis which — if it did arise — 17 Panzer Division could not master 
anyway. While we preferred success for Fourth Panzer Army, Hitler opted for the security he 
hoped to achieve by his retention of 17 Panzer Division. The upshot was that when Hitler did 
release the division after 306 Infantry Division had caught up, it arrived too late for the first 
phase of the relief operation. Possibly this was where the decisive opportunity was thrown 


To enhance the effect of my telephone calls on Zeitzler, and also to strengthen his hand in the 
daily battles he had to fight, I felt obliged to have frequent appreciations of the situation 
teleprinted through to him, or even direct to Hitler. 

One of these 'appreciations' - that of 9th December 1942 - is given in Appendix II to show 
what pains we took to keep Hitler and O.K.H. in the picture at all times. It also affords 
impressive evidence of the numerical preponderance confronting the Army Group and shows 
the type of forces with which — except for the few newly arrived divisions - it had to conduct 
the battles outside the Stalingrad pocket. Last but not least, it demonstrates how the Army 
Group strove to bring home the gist of all operational problems to the Supreme Command. 

For the benefit of critical readers, two comments on this appreciation might be interpolated 


Some people may object to our having included any reference whatever to ways and means of 
continuing the battle in the event of Sixth Army's being kept at Stalingrad after a corridor had 
been cut through to it. The answer to this is that it would have been quite pointless to try to 
convince a man like Hitler of the futility of leaving an army in the city even assuming that 
supply by such a corridor were possible. Only by indicating the reinforcement problems 
which would beset him if he attempted to retain his hold on the city could one hope to make 
him see the need to disengage Sixth Army. Unfortunately even this appeal to reason failed to 
shake his obstinacy where prestige was concerned. At the time, however, we still cherished 
the hope that Hitler would bow to the inevitable when it came to the point. 

Secondly, it may seem surprising, in view of the number of enemy formations confronting the 
Army Group, that we still continued to believe in the possibility of relieving Sixth Army at 
all. We might well be reproached with having under-rated our opponent. 

The crux of the matter as far as we were concerned, however, was that the maximum risk had 
to be accepted if we were to bring our comrades of Sixth Army a chance of salvation. Events 
have shown that we came near enough to opening their way to freedom. The fact that we were 
fated to fail in the end was due to causes which I shall discuss in due course. 


We and the enemy now set off on a race for life or death. Our own goal was to save the life of 
Sixth Army. But to do so we staked the very existence not only of Don Army Group but also 

of Army Group A. 

It was a race to decide whether the relief group of Fourth Panzer Army would manage to join 
hands with Sixth Army east of the Don before the enemy forced us to break off the operation. 

This he might achieve by over-running our weak front on the Chir or the left wing of the 
Army Group (and possibly the right wing of Army Group B as well) and putting himself in a 
position to cut all the rear communications of Don Army Group and Army Group A. 

To mount and maintain an assault operation east of the Don while the danger outlined above 
grew increasingly acute from one day to the next meant incurring a risk that can seldom have 
been run before. I cannot believe that Hitler realized its full import at the time, otherwise he 
would almost certainly have taken more radical measures, at least to the extent of reinforcing 
Fourth Panzer Army for a speedy relief of Stalingrad. Instead, as General Zeitzler himself 
expressed it, he 'did nothing but put spokes in our wheel'. Two examples of this were his 
retention of 17 Panzer Division in the wrong spot throughout the crucial phase of the 
operation and his failure to release 16 Motorized Division until it was too late. Many was the 
time Hitler declared that generals and General Staff officers could only 'compute' and would 
not take chances. There can hardly be any more striking rebuttal of his claim than the risk run 
by Don Army Group when it ordered Fourth Panzer Army's drive on Stalingrad and kept this 
going till the last possible moment in a situation which threatened to destroy the whole 

southern wing of the German armies. 

This race with death, which began on 12th December, when Fourth Panzer Army struck out 
for Stalingrad, can only be sketched in broad outline here, as it is not possible to depict the 
lightning changes of situation which occurred in 57 Panzer Corps' battles against an enemy 
who never ceased to throw in fresh forces — tanks first and foremost. 

The versatility of our armour and the superiority of our tank crews were brilliantly 
demonstrated in this period, as were the bravery of the panzer grenadiers and the skill of our 
anti-tank units. At the same time it was seen what an experienced old armoured division like 6 
Panzer could achieve under its admirable commander General Rauss and the tank specialist 
Colonel v. Hiinersdorff (who, I am sorry to say, was later to be killed at the head of this same 
division) when it went into action with its full complement of armoured vehicles and assault 
guns. How hard, in contrast, was the lot of 23 Panzer Division (commanded by General v. 
Vormann, a former colleague of mine in the O.K.H. Operations Branch who had been five 
times wounded in World War I), which had a bare twenty tanks to work with! 

Let us now try to follow at least those features of the battle that were material to its outcome. 

While 57 Corps finished assembling east of the Don around Kotelnikovo, strong enemy forces 
had again been attacking our front on the Lower Chir since 10th December. It was now clear 
that there could be no further question of releasing 48 Panzer Corps on this front for it to 
break out of the Chir-Don bridgehead and co-operate with 57 Panzer Corps. 

This made it more urgent than ever that 57 Panzer Corps should get on the move. After 
smashing an enemy attempt to over-run it while it was still in the process of detraining and 

final assembly, the corps was able to cross the start line on 12th December. Its flanks were 
covered against the Volga in the east by 7 Rumanian Corps and up to the Don in the west by 6 
Rumanian Corps. The attack evidently surprised the enemy, who did not appear to have 
expected it quite so soon, and initially the corps made good progress. Far from sticking to 
defensive tactics, however, the enemy hastened to bring up fresh forces from the Stalingrad 
area and counter-attacked again and again in attempts to recapture ground already won by our 
tanks or to surround small numbers of the latter with his own numerically superior armour. In 
spite of having wiped out one strong group after another, 57 Panzer Corps had still achieved 
nothing decisive by 17th December, the date on which 17 Panzer Division was at last able to 
intervene east of the Don. O.K.H. had finally released it from its detraining area behind the 
left wing of the Army Group in response to demands from my headquarters. Before it could 
take a hand east of the river, however, the division still had to accomplish the long haul up to 

and across the Don bridge at Potemkinskaya. 

While 57 Panzer Corps was striving for decisive results on the east bank of the river, the 
enemy redoubled his efforts to the west of it in order to bring about the collapse of the 
German front on the Chir. Above all, he had obviously grasped the significance of the 
bridgehead we were holding in the angle of the Chir and Don, together with the Don bridge 
contained therein, for ever since 12th December these had been the constant target of massed 
Soviet attacks. On 14th December we were forced off the bridge, and had to blow it up. By 
15th December it was apparent that the battle on the Lower Chir front had only a few more 

days to run. 

At the very same time, however, a new danger loomed up in the large bend of the Don. On 
15th December there were obvious signs of an enemy attack being prepared in front of the left 

wing of Don Army Group and the right wing of Army Group B, and the following day local 
attacks were launched. Initially it was not entirely clear whether the enemy was following his 

frequent practice of feeling out the front prior to a decisive breakthrough, or whether he was 
seeking to prevent us from transferring any forces from this sector to the battlefield east of the 
Don. Then, however, our radio monitors identified a new army (Third Guards), which implied 
that a breakthrough with some such far-reaching objective as Rostov was impending. 

The Army Group could not afford a decisive battle on its left wing as long as it had to fight 
for the liberation of Sixth Army east of the Don. It had to hold off here if it could. So that the 
responsible headquarters, Army Detachment Hollidt, might find the necessary reserves for a 
delaying action, Army Group made it pull back on to a shorter front further to the rear, 
bearing in mind the need to preserve continuity with the right wing of Army Group B. 

December 18th proved a day of crisis of the first order. 

East of the Don, despite the arrival of 17 Panzer Division, 57 Panzer Corps had still not 
fought things to a point which offered any prospect of its being able to thrust swiftly into the 
vicinity of Stalingrad and create the conditions needed for Sixth Army's break-out. On the 
contrary, it looked as though the corps would be forced on to the defensive, since the enemy 
was continuing to throw forces in its path from the siege front round the city. 

On the Lower Chir heavy fighting was still in progress, although the enemy had not so far 
succeeded in penetrating our front. On the left wing of the Army Group, on the other hand, a 
most serious crisis was taking shape, the enemy having begun a major attack against Army 
Detachment Hollidt and the Italian army forming the right wing of Army Group B. 

In the case of Army Detachment Hollidt the two Rumanian corps proved unequal to the 
onslaught, and there was some doubt whether even the German divisions would attain their 
alternative position in any semblance of order after being abandoned wholesale by their allies. 

What made things worse still was that the enemy had been able to over-run the Italian Army 
in the first assault, thereby tearing open the flank of Don Army Group. 

The same day the Army Group called on O.K.H. to take immediate steps to initiate the break- 
out of Sixth Army towards Fourth Panzer Army. There was still a chance that once 17 Panzer 
Division had made its presence fully felt, 57 Panzer Corps could win further ground in the 
direction of the pocket. In other words, one could still hope for a favourable outcome of the 
struggle east of the Don. Yet how much earlier this could have been achieved if only 17 
Panzer and 16 Motorized Divisions (of which the latter was still tied up at Yelista) could have 
been available for Fourth Panzer Army's relief operation from the very outset! 

Notwithstanding our insistence on the urgent need for a decision that would allow Sixth Army 
to break out of Stalingrad, Hitler declined to sanction this - although his Chief-of-Staff had 
simultaneously to inform us that all forces still in the process of moving up were being 

directed to Army Group B on account of the plight of the Italian Army. The fact that we were 
asked in this same connexion whether Stalingrad could still be held showed what little idea 
the Supreme Command had - or was prepared to have - of the seriousness of the situation. 

Hitler's refusal to disengage the army from Stalingrad at this stage did not deter the Army 

Group from at least preparing for the inevitable. On 18th December I sent my chief 
Intelligence officer, Major Eismann, into the pocket to give Sixth Army our views on the 
break-out operation which would undoubtedly become necessary in the very near future. 

The following were the salient points of what he had to say: 

The critical situation on the Chir front, and even more so on the Army Group's left wing, 

meant that Fourth Panzer Army's battle to free Sixth Army east of the Don could only 
continue for a limited period. Furthermore, it was doubtful whether the Panzer Army could 

maintain its drive right up to the actual siege front because the enemy was constantly 
throwing in fresh forces from here to meet it. For this same reason, however, Sixth Army's 
chances of breaking through the siege ring were at present better than they had ever been. A 
link-up between Fourth Panzer and Sixth Armies depended on the latter's taking an active part 

in the battle from now on. As soon as it set about breaking out of the pocket towards the 
south-west, the enemy would be unable to weaken his siege front any further, and this in turn 
would enable Fourth Panzer Army to resume its advance towards the pocket. 

The task allotted to Sixth Army in the orders for 'Winter Tempest' which it had received on 

1st December- i.e. to hold itself in readiness to thrust south-west as far as the Donskaya 
Tsarytsa in order to make contact with Fourth Panzer Army — would probably have to be 
extended. The army might now have to continue beyond the limited objective laid down for it 
in the 'Winter Tempest' operation and keep pushing south-west until it actually joined the 
Panzer Army. While 'Winter Tempest' laid down that Sixth Army should still hold the 
Stalingrad area in accordance with Hitler's orders, the new alternative plan would mean 
evacuating it sector by sector in keeping with the progress of the breakthrough to the south- 

Major Eismann was also to point out that while the Army Group had made every possible 
effort in this direction, it did not believe the airlift could be improved far enough to allow 
Sixth Army to hold out at Stalingrad for any length of time. 

The outcome of Major Eismann's mission, which had been intended to harmonize the views 

of the two headquarters, was not encouraging. 

Paulus himself had not been unimpressed by what Eismann told him, though he did not fail to 
emphasize the magnitude of the difficulties and risks which the task outlined to him would 
imply. The Army's Chief of Operations and Quartermaster-General likewise stressed these 
difficulties to Major Eismann, but both men also declared that in the circumstances it was not 
only essential to attempt a breakout at the earliest possible moment but also entirely feasible. 

What ultimately decided the attitude of Sixth Army Headquarters was the opinion of the 
Chief-of-Staff, Major-General Arthur Schmidt. He contended that it was quite impossible for 
the army to break out just then and that such a solution would be 'an acknowledgement of 
disaster'. 'Sixth Army," he told Eismann, 'will still be in position at Easter. All you people 
have to do is to supply it better.' Schmidt obviously assumed that it was the business of the 
Supreme Command or Army Group to get the army out of a situation in which it had landed 
through no fault of our own and to keep it adequately supplied from the air in the meantime. It 
was an understandable point of view, and one which in theory he had every right to hold. 
Unfortunately circumstances had proved stronger. Eismann pointed out that although the 
Army Group was doing everything in its power to maintain supplies, it was not to blame when 

the weather brought the airlift to a virtual standstill, nor was it in a position to produce 
transport machines out of a hat. But all his remonstrances were like water off a duck's back as 
far as Schmidt was concerned. Even when Eismann sought to show that a break-out by Sixth 
Army was necessary in the interest of operations as a whole, the Chief-of-Staff still would not 


While the army commander was probably a better-trained tactician and a clearer thinker, it 
looked as if his Chief-of-Staff was the stronger personality of the two. 

[Disastrous though Schmidt's obstinacy was in this particular case, the same quality did him 
great credit in captivity later on. Judging by all that one has heard, he gave an admirable 

account of himself as a soldier and comrade, getting himself sentenced to twenty-five years' 
forced labour in the process. Justice compels us to pay tribute to his behaviour. Author.] 

And so the upshot of the talks was that General Paulus himself ended by pronouncing the 
break-out a sheer impossibility and pointing out that the surrender of Stalingrad was forbidden 

'by order of the Fiihrer'! 

While Major Eismann's mission had certainly made Sixth Army Headquarters fully aware of 
the situation and the Army Group's intentions, it had still not achieved any identity of views 
on the task intended for Sixth Army. Could we expect an army headquarters staff to execute 
an extremely difficult operation successfully when the army commander and his Chief-of- 
Staff harboured doubts as to its feasibility? 

At any other time such a divergence of opinions would have been regarded as grounds for 
requesting a change in the army command. In the present critical situation, however, there 
could be no justification for such action. Any successor to the commander or the Chief-of- 

Staff would have needed time to 'play himself in', and when every day was vital this just could 
not be spared. In any case, it would have been hopeless to try to obtain Hitler's approval for 
such a change, since it would have affected the very men who recommended holding out at 


In spite of everything, Don Army Group was not willing to let slip the one remaining chance 
of saving Sixth Army, no matter how many difficulties and dangers the undertaking were to 

involve. It would entail issuing a formal order freeing the army commander of all 
responsibility for both the hazard of a break-out and the abandonment of Stalingrad. This was 

a step we were fully prepared to take. 

The reasons why this order was not ultimately implemented by Sixth Army will be discussed 
later in their proper context. They were the subject of numerous conversations which Paulus 
and I and our respective Chiefs-of-Staff conducted on a newly established ultra-high- 
frequency wavelength, as well as of discussions between my own headquarters and the 

Supreme Command. 

The next day, 19th December, encouraged us to hope that the situation east of the Don would 
shortly reach a stage where the projected co-operation of the two armies might lead to the 
successful extrication of the one now at Stalingrad. 

On this particular day 57 Panzer Corps scored a gratifying success. It managed to cross the 

Aksai river and thrust northwards as far as the Mishkova, its spearhead actually coming 
within 30 miles of the southern siege front ! The moment for which we had longed since the 
take-over, when the approach of relief forces would offer Sixth Army its chance to break free, 
had arrived. If Sixth Army now began its break-out while Fourth Panzer Army either 
continued to attack northwards or at least drew off further forces from the siege front, the 
enemy in between would find himself between two fires, and there would at least be a 
prospect of establishing enough contact to provide Sixth Army with the fuel, ammunition and 

food it needed for continuing its breakthrough. For this purpose the Army Group had 
assembled transport columns loaded with 3,000 tons of supplies behind Fourth Panzer Army, 
in addition to tractors for mobilizing part of the Sixth Army artillery. They were all to be 
rushed through to the beleaguered army as soon as the tanks had cleared a route, however 


The situation on the Army Group's front west of the Don on 19th December likewise indicated 
that the troops there should be able - at least for as long as Sixth Army needed to fight a way 
through to the south-west - to stall off any decisive developments compelling us to break off 

the operation east of the river. 

Meanwhile, our front on the Lower Chir was still holding. 

Although the Army Group found it necessary to intervene with Army Detachment Hollidt to 
safeguard the latter's withdrawal operation, there was every prospect that its alternative 
positions would be occupied as planned. On the other hand, the threat to the Army 
Detachment's open left flank was still present. 

The race with death on either side of the Don had entered its final and decisive phase! 

Would the Army Group succeed in preserving the situation in the large bend of the Don for a 
few days longer, until Sixth Army had availed itself of what was undoubtedly its last 
opportunity? Certainly it could only do so if not a single hour were wasted ! 

At noon on 19th December, therefore, the Army Group sent the Supreme Command an urgent 
appeal by teleprinter to let Sixth Army finally disengage from Stalingrad and drive south-west 

to join Fourth Panzer Army. 

[See Appendix III. Author.] 

When this message, too, failed to evoke any immediate response, an order was issued to 
Fourth Panzer and Sixth Armies at 1800 hours, in which the latter was directed to commence 

breaking through to the south-west forthwith. 

[See Appendix IV. Author.] 

The first phase of the operation was to be the 'Winter Tempest' attack detailed on 1st 
December. It would, if necessary, continue beyond the Donskaya Tsaritsa for the purpose of 
making contact with Fourth Panzer Army and enabling the supply convoy to pass through. 

At the same time the order envisaged a second phase of the breakthrough which would, if 
need be, follow directly on the 'Winter Tempest' attack. On receipt of the code-word 
'Thunderclap', Sixth Army was to proceed with its advance towards Fourth Panzer Army and 
simultaneously begin to evacuate the Stalingrad area sector by sector. The reservation 
imposed on the issue of this code- word arose from the need to synchronize the assault 
operations of both armies, as well as from the question as to whether it would be possible to 
co-ordinate the passage of the transport convoy with these operations. Above all, the Army 
Group had to try to persuade Hitler to rescind his order to Sixth Army to hold Stalingrad at all 
costs, for although the responsibility for not complying with it would rest with the Army 
Group as soon as it gave the signal for 'Thunderclap', the commander of Sixth Army would 
still feel his hands were tied as long as it remained in force. 


If there had ever been a chance to save Sixth Army since the end of November, when Hitler 
refused Paulus permission for an immediate break-out before the enemy had consolidated his 
siege ring round Stalingrad, that chance came on 19th December. The Army Group had given 
the order to take it in spite of the difficulties Sixth Army's breakthrough might entail and the 
perilous situation that had meanwhile developed on the rest of the Army Group's front. The 
risk we were running in the latter respect will be discussed in due course. The immediate 
problem-that is, from 19th till 25th December- was whether Sixth Army would actually be 
able and willing to carry out the order issued to it. 

Hitler did in fact agree to the army's attacking in a south-westerly direction for the purpose of 
joining up with Fourth Panzer Army. Yet he continued to insist that it should hold its 
northern, eastern, and western fronts around the city. He was still hoping that it would be 
possible to cut open a 'corridor' through which the army at Stalingrad could be supplied on a 
really long-term basis. There were two very obvious objections to this: 

First, the situation of the Army Group as a whole, particularly with regard to developments in 

the neighbouring area of Army Group B, no longer allowed two armies - Sixth and Fourth 
Panzer - to be tied down east of the Don. By this time not only the fate of Sixth Army was at 
stake but also that of Don Army Group and Army Group A, both of which, if the enemy took 
resolute action, were liable to be cut off from their communications zones. 

Secondly, it was a sheer impossibility for Sixth Army to mobilize all its remaining offensive 
power for a breakthrough to the south-west and still hold its present fronts around Stalingrad. 
It might conceivably be able to do so for one or two days longer, until such time as the enemy 
had grasped its intentions, but there could never be any question of its making a long stand in 
the city and simultaneously maintaining a link with Fourth Panzer Army. 

While Hitler's reasons for opposing the execution of the plan laid down in the Army Group 
order of 19th December were unrealistic, the objections raised by Sixth Army Headquarters 
were not of a kind that could be dismissed out of hand. They showed how great were the risks 
which must necessarily be incurred if the Army Group order were carried out. 

When the army declared that it could not undertake the break-out as long as Hitler insisted on 
the retention of Stalingrad, it was perfectly right. That was why the Army Group had 
explicitly ordered the evacuation of the fortified area on receipt of 'Thunderclap'. However, 
the army commander still had to decide whom to obey - Hitler or the commander of the Army 


Furthermore, the army thought it would need six days to prepare for the break-out. In our own 

view the estimate was much too high and unacceptable in the present situation, even if due 
allowance were made for all the difficulties facing the army in consequence of its great loss of 
mobility. To wait six days more seemed impossible to us, if only because of the situation on 
the Army Group's left wing. Most of all, the enemy forming the siege front around the city 
was not going to sit doing nothing for all that time, while the break-out preparations went on 
under his very nose. It might perhaps be possible to conceal these preparations - and the 

consequent thinning-out of Sixth Army's other fronts - for a limited period. But if the 
assembly of forces for the breakthrough on the south-western front were going to take six 
whole days, the enemy would already have started attacking on the other fronts before the 
breakthrough gained momentum. This must be avoided at all costs. 

The army also doubted its ability even to disengage the forces earmarked for the breakthrough 
from their present fronts, as the latter were already being subjected to local attack. Here, too, 

speed would be all-important. Provided that the army started its break-out in good time, it 
would be spared the trouble of combating any enemy incursions on its other fronts and need 
merely fight delaying actions to cover a step-by-step withdrawal. 

The army rightly emphasized in the teleprinter conversations between General Paulus and 
myself and our respective Chiefs-of-Staff that the code-word 'Thunderclap' must follow 
immediately upon 'Winter Tempest' and that it would not be possible to pause, for example, 
on the Donskaya Tsarytsa. This was a point on which we were completely unanimous, the 
Army Group order having in fact already foreshadowed that 'Thunderclap' would be linked 

directly to 'Winter Tempest'. 

What undoubtedly weighed heavily with the commander of Sixth Army was the fact that the 
general debility of the troops and the reduced mobility of units following the slaughtering of 

horses for food made it most unlikely that such a difficult and risky undertaking - particularly 
when carried out under conditions of extreme cold - could possibly succeed. 

It was the fuel position, however, which finally decided Sixth Army against attempting to 

break out and persuaded the Army Group that it could not insist on its order being 
implemented. General Paulus reported that he had only enough petrol to take his tanks - of 
which about too must still have been serviceable- a maximum distance of 20 miles. This 
meant that he could not move off until either an adequate supply of fuel (and rations) were 
guaranteed or Fourth Panzer Army had advanced to within 20 miles of the enemy siege front. 
Now no one could dispute the inability of Sixth Army's tanks - which represented its essential 
offensive power - to bridge a gap of some 30 miles with fuel stocks that were only sufficient 
for 20. On the other hand, one could not possibly wait until the army's fuel stocks were 
brought up to the level it demanded (4,000 tons) - quite apart from the fact that we were aware 
from practical experience of the utter impossibility of lifting such quantities by air. Any such 
delay would have meant wasting the time that could still be spared for the army's 


One had to be prepared to live from hand to mouth and to go into action with what one had - 
including, of course, the quantities of fuel which could be flown in during the next few days, 
while the army was still assembling. Beyond that one could only hope that stocks could be 
constantly replenished from the air in the course of the breakthrough. 

A point worth remembering here is that troops always have more fuel in hand than they care 
to admit in official returns. But even if this were not taken into account, one could still hope 
that things would develop on the following lines. The moment Sixth Army launched its attack 
towards the south-west things would become easier for Fourth Panzer Army, for henceforth 

the enemy would no longer be able to keep throwing out fresh forces from the Stalingrad 
siege front to meet it. Fourth Panzer Army, whose further progress over the Mishkova was by 
no means a certainty on 19th December, would doubtless be able to accomplish the 
outstanding 12 miles once the pressure were relieved by the action of Sixth Army. 

It was obviously risky to include this in our calculations, but without it we simply could not 

expect to save Sixth Army. 

But the really crucial reason why this fuel question was ultimately decisive in bringing about 
the retention of Sixth Army at Stalingrad lay in the fact that Hitler had a liaison officer in the 
pocket. By this means he learnt of Paulus's contention that the fuel situation made it 
impossible for him not only to launch a breakthrough operation but even to move up to the 


I spent some considerable time on the telephone trying to make Hitler allow Sixth Army to 
break out and abandon Stalingrad. 'I fail to see what you are driving at,' was all he would say. 
'Paulus has only enough petrol for 15 to 20 miles at the most. He says himself that he can't 

break out at present.' 

And so the Army Group had to contend on one hand with the Supreme Command, which 
made any attack by Sixth Army to the south-west dependent on its simultaneous retention of 
the remaining Stalingrad fronts, and on the other with the command staff of Sixth Army, 
which declared that the fuel situation rendered it incapable of complying with the Army 
Group order. In support of his decision Hitler was able to invoke the army commander who 

would be called upon to tackle this difficult task. Had he not had this pretext to hand, he 
might still have been forced by the pressure of events to give up his demand that the city 
continue to be held even when the breakthrough was in progress. But then, in all probability, 
General Paulus would likewise have seen the whole problem with different eyes, since he 
would no longer have been acting against an express order from Hitler. 

The fact that I have dealt in such detail with the Sixth Army commander's motives in not 

seizing the last opportunity to save his army is due to my belief that I owe this to him 
irrespective of anything connected with his personal character or subsequent conduct. As I 
have already stated, none of the reasons he advanced for his decision could be turned down as 
inadmissible. Yet the fact remained that this was our one and only chance of saving the army. 
Not to utilize it — however great the risks - meant to resign all hope of salvation. To take it 
implied staking everything on one card. In the view of the Army Group, this was now 


It is easy to criticize the attitude of the future Field-Marshal Paulus in those vital days. 
Certainly there was more to it than mere 'blind obedience' to Hitler, for there can be no 
question that Paulus had grave conscientious doubts as to whether he should mount an 
operation which must inevitably lead - in direct contravention of the wish clearly expressed 
by Hitler - to the surrender of Stalingrad to the enemy. In the same connexion, however, it 
should be noted that when it occurred as the result of overwhelming enemy pressure, even this 
surrender would have been justifiable in relation to Hitler's order, and that since the Army 
Group had ordered the evacuation, it was the latter's own responsibility. 

Apart from this conflict of conscience, however, the army commander was faced with a 
tremendous gamble if he obeyed the Army Group order. While a break-out certainly offered 

the army a chance of rescue, it could equally well lead to its destruction. Should the first 
attempt to break through the enemy's siege front prove unsuccessful, should Sixth Army get 
stuck half way while Fourth Panzer Army were unable to make any further progress, or 
should the enemy manage to over-run the German troops shielding the break-out from the rear 
and flanks, then Sixth Army's fate would be sealed in no time at all. The task confronting it 
was an incredibly formidable one and hazardous in the extreme. Like a square fighting in all 
four directions at once, it had to move out to meet Fourth Panzer Army under the constant 
threat of being fought to a standstill in its attack to the south-west or alternatively of having its 

rearguard and flank protection overrun. 

Furthermore, this task would have had to be performed with troops already worn down by 
hunger and greatly restricted in their mobility. It is not unlikely, however, that the hope of 
regaining their freedom and eluding death or captivity would have helped them to accomplish 

an apparent impossibility. 

When General Paulus let the last opportunity slip, when he hesitated and finally decided 
against the venture, he certainly did so on account of the responsibility he felt on his own 
shoulders. Although the Army Group strove by its order to absolve him of that responsibility, 
he still felt unable to acquit himself of it, either vis-a-vis Hitler or before his own conscience. 

In the week that followed the Army Group's order for an immediate break-out, the fate of 

Sixth Army was decided. 

For six whole days the Army Group ran every conceivable risk in order to leave the door open 
to Sixth Army to fight its way back to freedom in conjunction with Fourth Panzer Army. 
Throughout this period the Army Group was constantly threatened by the danger that the 
enemy - resolutely exploiting his breakthrough in the area of the Italian Army - would either 
drive across the open Donetz crossings to Rostov, where he could strike at the life-line of our 
whole southern wing, or else that he would wheel round into the rear of the left wing of Don 

Army Group, Army Detachment Hollidt. 

We had to see the attempt through even at the risk that the thin protective screen serving us as 
a front on the Lower Chir (Third Rumanian Army) and in the area of Army Detachment 

Hollidt might finally disintegrate. 

In spite of everything, the Army Group left Fourth Panzer Army in its exposed position east 

of the Don as long as it was possible to hope that Sixth Army would avail itself of its last 
opportunity of escape. The time limit was reached when developments on the left wing of the 
Army Group left us no choice but to throw forces in there from the eastern bank of the Don 
and when, on 25th December, the position of 57 Panzer Corps on the Mishkova became 


Let us now briefly survey the dramatic events of that week. 

It all began on the left wing of the Army Group, or, more precisely, on the left flank of Army 

Detachment Hollidt. 

Exactly what happened to the Italians was not known. It seemed that only one light division 
and one or another of the infantry divisions had put up any resistance worth mentioning. Be 
that as it may, on the morning of 20th December the German General commanding the corps 
on the Italians' right wing came in to state that the two Italian divisions under his command 
were at that moment beating a rapid retreat, evidently because of a report that there were 
already two enemy armoured corps deep in their flank. As a result the flank of Army 
Detachment Hollidt was completely exposed. 

When the Army Group Headquarters was informed of this situation by General Hollidt (who 
actually came under Army Group B), it directed him to use every means at his disposal to halt 
the Italian divisions. The Army Detachment under his command received orders to hold its 
position on the Upper Chir and to cover its left flank by an echeloned defence. 

In the course of the day, however, the Army Detachment's own flimsy front was penetrated in 
two places. 7 Rumanian Division carried out an unauthorized withdrawal, and H.Q. 1 
Rumanian Corps abandoned its command post in a panic. 

By the evening of 20th December the situation in Army Detachment Hollidt's deep flank was 
utterly obscure. No one could tell whether the Italians who had been in action next to it were 
still offering any resistance, and if so, where. The enemy's armoured spearheads were reported 
everywhere in the rear of Army Detachment Hollidt, even as far back as the important Donetz 

crossing of Kamensk- Shakhtinsky. 

During the next two days the position of Army Detachment Hollidt became increasingly acute. 
With even its front penetrated, it presented a no longer protectable flank and rear to the enemy 
armour, which now enjoyed a completely free hand in the sector where the Italians had been 

over-run. Before long this perilous situation was bound to have its effect on the Third 
Rumanian Army front on the Lower Chir. 

Army Detachment Hollidt first had to do its best to establish a new front roughly level with 
that of Third Rumanian Army in order to cover both the latter's flank and the Morosovsky and 
Tatsinskaya airfields that were so indispensable to the Stalingrad airlift. Everything possible 
also had to be done to keep the important Donetz crossings of Forchstadt and Kamensk- 

Shakhtinsky open. 

That such temporary expedients could contain the situation on the Army Group's left wing for 
at most two or three days longer was only too evident. As early as 20th December the Army 

Group had sent O.K.H. a teleprinter message stating point blank that if the enemy acted 
decisively following his breakthrough on the Italian front, he would bear down on Rostov and 
seek a major decision against Don Army Group and Army Group A. It was characteristic of 
the state of affairs prevailing at the Supreme Command that even the Chief-of-Staff of the 
German Army was unable to take this message in to Hitler on that particular day because the 
latter - with only O.K. W. representatives in attendance - was busy negotiating with an Italian 

delegation. The only reply we got was an O.K.H. directive received on 22nd December, 
assigning Army Detachment Hollidt a defence line which had long been overtaken by events. 

On the very same day it was actually touch and go whether the German and a handful of 
Rumanian formations which the Army Detachment had fighting out in front would ever get 

back to form a new line at all. 

Clearly the Army Group could not expect any effective measures from the Supreme 
Command to stabilize the position in the gap torn in our front with Army Group B by the 
Italian debacle. It had even refused to allow the quick transfer of an infantry division from 
Army Group A to ensure the immediate protection of Rostov. All we could do, therefore, was 

to draw on our own resources - a decision rendered particularly painful by the fact that it 
could only be carried out at the expense of the Army Group's right wing — i.e. the forces now 
in action east of the Don. Yet there was no room for any delay, for on 24th December the 
crisis at Army Detachment Hollidt reached its climax. Three enemy tank and mechanized 
corps had driven through the breach in the front where the Italians and 3 Rumanian Division 
had been. Two of them (25 Tank and 50 Mechanized Corps) were already approaching the 
vital airlift bases at Morosovsky and Tatsinskaya, while the third (8 Tank Corps) was round 
behind those elements of the Army Detachment which were still fighting on either the middle 

or upper reaches of the Chir. 

While the situation on the left wing of the Army Group, particularly on its open western flank, 
became increasingly grave, we continued to strive for the break-out of Sixth Army, which still 
depended on Hitler's renunciation of Stalingrad and on the army's readiness to take the 


Fourth Panzer Army was meanwhile doing everything in its power to accomplish the last lap 
to Stalingrad, hoping at the same time that Sixth Army would make its task easier by starting 

to attack to the south-west. 

In the days following its arrival at the Mishkova on 19th December, the relieving army had 
become imbroiled in heavy fighting against the never-ending waves of forces thrown in by the 

enemy from Stalingrad to halt its advance. Despite this, 57 Panzer Corps had succeeded in 
gaining a foothold on the north bank of the river and, after a series of ding-dong engagements, 

in forming a bridgehead there. Mass attacks by the enemy brought him nothing but bloody 
losses. Already, on the distant horizon, the leading troops of the corps could see the reflection 
of the gunfire around Stalingrad! Success seemed to be within striking distance if only Sixth 

Army would create a diversion by going over to the attack and at least prevent the enemy 
from constantly throwing fresh forces in the path of Fourth Panzer Army. For reasons which 
have already been stated, however, Sixth Army's attack never materialized. 

On the afternoon of 23rd December the Army Group was regretfully compelled to take 
account of the situation on the left wing, which was more than critical by this time, by shifting 
forces to that area. Third Rumanian Army on the Lower Chir was directed to release H.Q.. 48 

Panzer Corps and 1 1 Panzer Division to restore the position on the Army Group's western 
wing, and to make good this loss Fourth Panzer Army had to give up one armoured division, 
without which the Lower Chir front could not possibly be held. 

The very next day showed how imperative this measure had been. Tatsinskaya airfield was 
lost, and with it went a means of supplying Sixth Army by air. It could not be recaptured until 

28th December. 

The Army Group had only taken this agonizing decision to deprive the Fourth Panzer Army 

relief group of a whole division when it became clear that Sixth Army could no longer be 
expected to break out in time. Even now it could have put off doing so if only 16 Motorized 
Division had been already available. On 2oth December, admittedly, O.K.H. had yielded to 

the promptings of my own headquarters and finally given orders for this division to be 
relieved at Yelista by the Viking Division from Army Group B, but unfortunately the process 
was to take ten days to complete. As it happened, ten days was the exact period which had 
elapsed since the Army Group's first request for 16 Motorized Division's release! Had 
approval been given forthwith, the division could have been immediately available for action 
on the Chir front on 23rd December and 57 Panzer Corps need never have been deprived of 
an armoured division. As was so often the case, the decision bore the stamp of Hitler's 


Although Hitler now promised to let the Army Group have 7 Panzer Division, it was bound to 

arrive too late for the relief operation already in progress. At the same time he hoped to see 
events take a turn for the better now that the first battalion of Tigers was due to arrive, but this 
was to prove equally fallacious. Apart from the fact that some considerable time was to pass 
before the Tigers showed up, they had never been tested under active-service conditions and 
were afflicted with so many growing pains that they could not initially render any worthwhile 
assistance. This, incidentally, was typical of the way Hitler over-rated the power of new 


And so, in the battleground east of the Don, too, the hour now came for the initiative to pass 

to our opponents. 

On 27th December 57 Panzer Corps was attacked in the Mishkova sector, where a steady 
enemy build-up had been going on, and was pushed back to the Aksai. It became clear in the 
next few days that the Soviet intention was to envelop the Corps from the east and west. 

Two Soviet armies (Fifty-First and Second Guards, comprising three mechanized, one tank, 
three rifle and one cavalry corps) were identified on the northern and eastern fronts of Fourth 

Panzer Army. A large proportion of these forces had been drawn from the Stalingrad siege 
front, though reinforcements had also come from over the Volga. 

Within a day or two the enormous preponderance of forces now amassed by the enemy 
compelled Fourth Panzer Army to withdraw as far as Kotelnikovo, whence it had originally 

begun to drive to Stalingrad on 12th December. What rendered this withdrawal quite in- 
evitable was the inability of the Fourth Rumanian Army units under command to rise to the 
task of giving flank protection to the troops of 57 Panzer Corps in their hard battle on the 
Aksai. The troops of both 7 Rumanian Corps, which was to have held the army's eastern flank 

towards the Volga, and of 6 Rumanian Corps, which was meant to safeguard the ground 
between 57 Panzer Corps and the Don, had lost all will to fight — due in part, no doubt, to the 
scant efforts of either of the command staffs to maintain morale. For all his assurances that he 
was doing everything possible to rally his troops to fresh resistance, the commander of Fourth 
Rumanian Army proved powerless in the face of such disintegration. We were left with no 
choice but to pull these units out of the line and send them home to Rumania. 

The attempt to relieve Sixth Army undertaken on 12th December had failed, at least for the 

time being. 

Could there, judging by the way things had developed since, be any hope of renewing it? 

Today, with one's retrospective knowledge of the turn events took in the area of Army Group 

B, the reply to this question must be in the negative. At the time, though, it could not be 
foreseen that the catastrophe suffered by the Italian Army would be followed, before January 
was out, by an even greater one in the Hungarian Army's sector on the Don. 

And so, despite all the objections which existed, the Army Group still did not feel able to 
abandon its policy of getting help through to Sixth Army. With this in mind, it submitted the 
following proposals to O.K.H. on 16th December. 

In order to maintain the position on the left wing of the Army Group, where the enemy was 
threatening to break through towards Rostov, for at least a limited period, we called for the 
earliest possible intervention of an army-sized battle group (Armeegruppe) which O.K.H. had 
already begun assembling in the Millerovo area, just behind the right wing of Army Group B. 
In addition, we wanted an infantry division of Army Group A's Seventeenth Army moved 
quickly over to Rostov for the purpose of affording it direct protection. Likewise 7 Panzer 
Division, which had provisionally been promised to the Army Group and would be arriving 
too late to be committed east of the Don, must now take a hand in the battle on the left wing 

of the Army Group. 

The worst that need be expected in the centre of the Army Group front was a withdrawal to 
the Don — Donetz line. Besides, the situation on the Lower Chir had relaxed somewhat in the 
last few days, as the enemy had obviously concentrated his forces further west to capture our 

airfields at Tatsinskaya and Morosovsky. 

The question of whether a second attempt to raise the Stalingrad siege could be made or not 
depended on our ability to assemble enough forces east of the Don to enable Fourth Panzer 
Army to beat the enemy now pursuing it. To this end Don Army Group called on O.K.H. - as 

it had been doing repeatedly since 1 8th December and even before that - immediately to 
transfer 3 Panzer Corps and an infantry division from First Panzer Army to reinforce Fourth 

Panzer Army. These forces, when combined with 16 Motorized Division (whose arrival must 
likewise be expedited), would have sufficed, in the Army Group's opinion, for Fourth Panzer 

Army to renew its advance on Stalingrad. 

We reckoned, moreover, that they could be made available to the latter within six days. The 
same period must suffice to fly in Sixth Army's urgent requirements of fuel (1,000 tons) and 

food (500 tons), the Supreme Command having meanwhile promised more squadrons of 
transport aircraft. Tatsinskaya and Morosovsky would be free again in a day or two. It goes 
without saying that at the same time we repeatedly demanded freedom of movement for Sixth 


Even though the latter might consider it hopeless to attempt a break-out at the present 
juncture, the Army Group Headquarters insisted that there was no alternative, since it was 
quite impossible to keep the army supplied inside the pocket. In view of the general situation 
and the state of Sixth Army's troops, however, we considered that the latest possible date for a 
break-out must be around the New Year, by which time Fourth Panzer Army - always 
provided that its reinforcements arrived - could have started attacking towards the pocket 
again. Admittedly, even if the break-out were a success, one could now hardly expect Sixth 
Army to reach Fourth Panzer Army as an intact formation. Nonetheless, a considerable 
number of its troops would presumably have an opportunity to fight their way through. 

The question was whether First Panzer Army could spare the abovementioned forces at this 
time. Both Hitler and Army Group A Headquarters contended that it could not. 

Whether this refusal was justified must be left for others to decide. At all events, on 27th 
December Don Army Group sent O.K.H. (for Hitler's attention) a statement of comparative 

strengths indicating that the transfer of the three divisions we had asked for was perfectly 
feasible. According to the figures given, the ratio of German to enemy forces in the area of 
Army Group A was unquestionably a more favourable one than that existing in the case of 

Don Army Group. 

The latter's formations, moreover, had been involved in some extremely heavy fighting in the 
last month and a half and were correspondingly run down. Don Army Group was having to 
fight in open country, whereas ever since the Caucasus offensive petered out the armies of 
Army Group A had been holding positions which must by now be reasonably strong. But 
even if First Panzer Army had been unable, after handing over the three divisions in question, 

to withstand a more powerful enemy attack, it could still have employed elastic tactics to 
delay the enemy's advance until the battle to save Sixth Army had been settled one way or the 

other. Hitler, however, would not admit this possibility at the time, although our own 
headquarters had pointed out several times already that even if we could get Sixth Army out, 

it would not be possible to hold the Caucasus front permanently. The 'grand solution' 
advocated by us - which meant taking Sixth Army out of Stalingrad and going over to mobile 
operations throughout the areas of Don Army Group and Army Group A - was something 

which Hitler would not accept. 

His refusal to weaken Army Group A may, apart from his fundamental unwillingness ever to 
surrender anything, have had yet another reason. He evidently believed he had another 
possibility in hand of bringing assistance to Sixth Army, even though not till a later date. 

According to an O.K.H. directive received by us on 31st December, Hitler had resolved to 
move the SS Panzer Corps, which had had a rest and refit and consisted of the 'Leibstandarte', 
'Death's Head' and 'Reich' Panzer Grenadier Divisions, over from the Western to the Eastern 
theatre. The corps was to concentrate around Kharkov and from there carry forward a relief 
offensive against Stalingrad. On account of the limited capacity of the railways, however, its 
assembly in the Kharkov area could not be completed before mid-February. How Sixth Army 
was to be kept alive in the meantime was not stated. Even though it was not yet possible to 
foresee the same sort of disaster in the Hungarian sector which had just befallen the Italians, 
the provision of the SS Panzer Corps was still necessary in view of the ever-increasing gravity 
of the situation between Army Group B and Don Army Group. However, there was no basis 
whatever for assuming that the forces of the SS Panzer Corps would ever suffice to carry an 
offensive as far as Stalingrad. What might well have been achieved over the relatively short 
distance of 80 miles from Kotelnikovo to Stalingrad in December, when the reinforcement of 
Fourth Panzer Army had been entirely feasible, could only be regarded as sheer fantasy in 
February, when it was a matter of covering 350 miles from Kharkov. If Hitler really did 
believe such a drive possible, it merely substantiates what was said about him in an earlier 


When Hitler rejected all Don Army Group's requests for the speedy reinforcement of Fourth 
Panzer Army at the end of December, the fate of Sixth Army was finally sealed. In vain had 
we staked the last available man and the last available shell on the liberation of Sixth Army! 
In vain had we striven till the last possible moment to get the relief operation carried out and 
thrown the fate of the whole Army Group into the balance to do so ! 

From the beginning of January onwards, events in the area of Don Army Group could be 
more or less divided into two parallel phases, i.e.: 

Sixth Army s final battle around Stalingrad 


the struggle to preserve the entire southern wing, embracing Army Groups A, B and Don. 

While the latter must be dealt with separately for reasons of operational continuity, the former 
is covered in the last part of this chapter. Therein will be seen what an immense bearing Sixth 
Army's last battle was to have on the preservation of the southern wing of the German armies. 


The death-struggle of Sixth Army, which began around the turn of the year, is a tale of 
indescribable suffering. It was marked not only by the despair and justified bitterness of the 
men who had been deceived in their trust, but even more by the steadfastness they displayed 
in the face of an undeserved but inexorable fate, by their high degree of bravery, comradeship 
and devotion to duty, and by their calm resignation and humble faith in God. 

If I refrain from dwelling on these things here, it is certainly not because we at Army Group 
Headquarters were not intensely affected by them. Respect for a heroism which may never 
find its equal renders me incapable of doing full justice to these happenings at Stalingrad. 

There is one question, however, which I feel both impelled and qualified to answer as the 

former commander of Don Army Group. 

Was it justifiable or necessary — and if so, for how long — to demand this sacrifice of our 
soldiers? In other words, did Sixth Army's final battle serve any useful purpose ? To answer 
the question properly, one must examine it against the background of the current situation, 
and the stern exigencies this imposed, rather than in the light of Germany's ultimate defeat. 

On 26th December the commander of Sixth Army sent us the message reproduced below. We 
passed it straight on to O.K.H., our policy all along having been to present the Army's 
position in a quite un-embellished form. (From this moment onwards the only reports we 
received on the position inside the pocket came by radio or from officers flown out as 
couriers. We had been unable to maintain the ultra-high-frequency radio link by which it was 
possible to hold teleprinter conversations over a brief period.) 

The message from Colonel-General Paulus ran as follows: 

'Bloody losses, cold, and inadequate supplies have recently made serious inroads on divisions' 
fighting strength. I must therefore report the following: 

1 . Army can continue to beat off small-scale attacks and deal with local crises for some time 
yet, always providing that supply improves and replacements are flown in at earliest possible 


2. If enemy draws off forces in any strength from Hoth's front and uses these or any other 
troops to launch mass attacks on Stalingrad fortress, latter cannot hold out for long. 

[I.e. Colonel-General Hoth, commanding Fourth Panzer Army. Tr.] 

3. No longer possible to execute break-out unless corridor is cut in advance and Army 

replenished with men and supplies. 

'I therefore request representations at highest level to ensure energetic measures for speedy 
relief, unless overall situation compels sacrifice of army. Army will naturally do everything in 

its power to hold out till last possible moment. 

'I have also to report that only 70 tons were flown in today. Some of the corps will exhaust 
bread supplies tomorrow, fats this evening, evening fare tomorrow. Radical measures now 


The contents of this message confirmed how wrong Paulus's Chief-of-Staff had been only a 
week before when he asserted that the army could hold out till Easter if properly supplied. 

The message also showed that when the Army Group had ordered Sixth Army to break out of 
the pocket one week previously, this - in view of the approach of Fourth Panzer Army - had 
not only been its first chance of being rescued but - as could be seen from the state the army 

was in - its last one, too. 

Otherwise, except for local attacks, there was relative calm on the Sixth Army fronts around 
the end of December and beginning of January. This was either because the enemy wished to 

munition his artillery for a grand assault or because he was putting all the forces he could 
spare into an attempt to destroy Fourth Panzer Army and to score the success he was after in 

the large bend of the Don. 

On 8th January General Hube appeared at Army Group Headquarters on his way back from 
seeing Hitler. The latter had had Hube flown out of Stalingrad to Lotzen to brief him on the 
situation of Sixth Army. Hube told me that he had given Hitler a completely unvarnished 
picture of things in the pocket. (This cannot, in fact, have differed in any respect from the one 
already available to Hitler from the Army Group's daily situation reports, but presumably he 
was not prepared to credit our own version without further evidence.) 

Nevertheless, it was remarkable how Hiibe's stay in Lotzen had impressed him and to what 
extent he had been influenced by Hitler's display of confidence - genuine or otherwise. Hitler 
had declared that everything would be done to supply Sixth Army for a long time to come and 
had drawn attention to the plan for its relief at a later date. With his confidence thus restored, 
Hube returned into the pocket, only to be flown out again on instructions from Hitler to take 
over the running of the airlift from outside. Not even he was able to improve it, however, its 

low efficiency being due to the prevailing weather and the inadequate resources of the 
Luftwaffe and not to any shortcomings in the actual organization. One statement of Hiibe's 
which touched me personally concerned a rumour circulating in Sixth Army that I had sent 
them the signal: 'Hang on - I'll get you out: Manstein.' While I left no stone unturned to 
extricate Sixth Army from Stalingrad, it has never been my custom to promise the troops 
anything which I was not certain of fulfilling and did not rest with me alone. 

General Hube, who was a fearless man, had tried to bring home to Hitler how damaging such 

events as the encirclement of Sixth Army must be to his prestige as Head of State. By this 
means he wished to suggest that Hitler should hand over command — at least on the Eastern 
Front - to a soldier. In view of the fact that Hube had called in to see us on his way to Lotzen, 
Hitler doubtless supposed that Hiibe's demarche had been inspired by me. This was in fact not 

the case. 

When, after the fall of Stalingrad, I myself proposed a change in the supreme military 
command' to Hitler, he was already forewarned and flatly refused to consider such a thing. 
Otherwise - especially as he was then still under the impression of his responsibility for the 
loss of Sixth Army - he might have proved more receptive to my ideas. 

On 9th January the enemy called upon Sixth Army to capitulate. On Hitler's orders, the 

demand was rejected. 

I do not think I can be reproached with ever having taken an uncritical view of Hitler's 
decisions or actions in the military sphere. Yet I entirely support the decision he made in this 
instance, for however harsh it may have been from the humanitarian point of view, it was still 

necessary at the time. 

I do not propose to deal here with the purely soldierly viewpoint that no army may capitulate 
as long as it still has any strength left to fight. To abandon it would mean the very end of 

soldiering. Until we reach the happy era when states can do without armed might and soldiers 
no longer exist, this conception of soldierly honour will have to be maintained. Even the 

apparent hopelessness of a battle that can be avoided by capitulation does not in itself justify a 


If every Commander-in- Chief were to capitulate as soon as he considered his position 
hopeless, no one would ever win a war. Even in situations apparently quite bereft of hope if 
has often been possible to find a way out in the end. From General Paulus's point of view, at 
all events, it was his soldierly duty to refuse to capitulate. An exception could only have been 

made if the army had had no further role to play and could serve no useful purpose in 
prolonging its struggle. And this in turn brings us to the crucial point which justifies Hitler's 
order to refuse to capitulate and also barred the Army Group from intervening in favour of 
such action at that particular time. No matter how futile Sixth Army's continued resistance 

might be in the long run, it still had - as long as it could conceivably go on fighting - a 
decisive role to fulfil in the overall strategic situation. It had to try to tie down the enemy 
forces opposing it for the longest possible space of time. 

At the beginning of December an approximate total of sixty enemy formations (i.e. rifle 
divisions, armoured and mechanized brigades etc.) had been identified in the siege ring 
around the army. Some of them had doubtless been temporarily drawn off by the attack of 
Fourth Panzer Army, but new ones had been brought up to replace them. By 19th January, 
ninety of the 259 formations reported to be facing Don Army Group were committed around 

Sixth Army. What would have happened if the bulk of these ninety formations had been 
released through a capitulation of Sixth Army on 9th January is plain enough in the light of 
what has already been said about the Army Group's position and the consequent threat to the 

southern wing as a whole. 

The army was still capable of fighting, even though this was ultimately futile from its own 
point of view. Yet its ability to hold out was of decisive importance for the situation on the 
southern wing. Every extra day Sixth Army could continue to tie down the enemy forces 
surrounding it was vital as far as the fate of the entire Eastern Front was concerned. 

It is idle to point out today that we still lost the war in the end and that its early termination 
would have spared us infinite misery. That is merely being wise after the event. In those days 
it was by no means certain that Germany was bound to lose the war in the military sense. A 
military stalemate, which might in turn have led to a similar state of affairs in the political 
field, would have been entirely within the bounds of possibility if the situation on the southern 
wing of the German armies could in some way have been restored. This, however, depended 
first and foremost on Sixth Army's continuing the struggle and holding down the enemy siege 
forces for as long as it possessed the slightest capacity to resist. It was the cruel necessity of 
war which compelled the Supreme Command to demand that one last sacrifice of the brave 
troops at Stalingrad. The fact that the self-same Supreme Command was responsible for the 
army's plight is beside the point in this context. 

Following Sixth Army's refusal to capitulate on 9th January, the Soviet attack, preceded by 
intensive artillery preparation and supported by a large number of tanks, broke loose on all 
fronts. The main pressure was directed against the salient which protruded furthest west by 
Marinovka, and the enemy was able to break in at several points. 

On 1 1th January the situation became even more critical, and because of the lack of 
ammunition and fuel the army could no longer restore it to any appreciable extent. The loss of 

the positions in the Karpovka Valley - and in particular of the inhabited localities there - 
deprived the troops on the western front of what protection they had hitherto enjoyed against 
the cold. Furthermore, the state of the weather ruled out any hope of an airlift. 

This aggravation of Sixth Army's plight was made clear in a special report of 12th January 
which the Army Group immediately forwarded to O.K.H. 

'Despite the troops' heroic resistance,' the army stated, 'the heavy fighting of the last few days 

has resulted in deep enemy penetrations which could so far be contained only with difficulty. 

Reserves are no longer available; nor can any be formed. Heavy weapons now immobilised. 
Severe losses and inadequate supplies, together with cold, have also considerably reduced 
troops' powers of resistance. If enemy maintains attacks in present strength, fortress front 

unlikely to hold more than a few days longer. Resistance will then resolve itself into localised 


On 12th January weather again stopped the airlift and also prevented the Luftwaffe from 
flying any sorties in support of the army's hard defensive battles. 

That evening General Pickert, the man responsible for controlling the Luftwaffe's side of the 
airlift, came out of the pocket. He painted a shocking picture of the position and set a limit of 

two to four days on the army's capacity for continued resistance - an estimate that was to 
prove inaccurate by reason of the bravery and self-sacrifice of the troops. In Pickert's opinion 
not even an improvement of the airlift could make much difference from now on, as the 
army's resources no longer sufficed to patch up the points where the enemy had broken in. 

The following information on the tactical situation inside the pocket emerged from a report 
brought out to us by Pickert from Paulus (who had meanwhile been promoted Colonel- 
General) : 

On the north-western front the enemy had attacked with a force of between ten and twelve 
divisions. Parts of 3 and 29 Motorized Infantry Divisions had been outflanked from the north 
and smashed, with the result that it no longer seemed possible to rebuild a defence line here. 
The two gallant divisions had knocked out 100 tanks between them, but the enemy still 

appeared to have fifty intact. 

On the southern front of the pocket, in spite of heroic resistance by 297 Infantry Division, the 
enemy had succeeded in breaking in after two days of intensive artillery bombardment. Here, 
too, there were no more forces available to close the gap. Of over 100 Soviet tanks taking part 

in this assault, forty had been knocked out. 

The eastern front of the pocket was still holding at present, though here, too, heavy enemy 

pressure was being exerted. 

On the north-eastern front the enemy had penetrated deeply in several places. 16 Panzer 
Division's fighting strength was exhausted. 

Paulus further stated that the army would stand and fight to the last round. Any reduction in 
the size of the pocket as now suggested by Hitler to General Hube [At the time when it was 
vitally necessary to accumulate forces for the break-out Hitler had issued an order expressly 
forbidding such action. Author.] would only serve to hasten the collapse, as no heavy 
weapons could now be moved. Since the airlift had been inadequate all along, no 
improvement could help matters now. The length of time the army could continue to resist 
depended entirely on the intensity of the enemy's attacks. 

That same day the Pitomnik airfield was lost. Henceforth the only one left to us in the 

Stalingrad pocket was that at Gumrak. 

During the night, however, Paulus reported that there might still be some prospect of 
continuing to defend the city if several battalions of troops were flown in forthwith with their 
full scale of weapons. He had already asked us repeatedly to fly in several thousand men to 
make good his losses, but the Army Group had been unable to comply because it possessed 
neither the necessary replacements nor, indeed, a single uncommitted battalion. 

Nor would it in any case have acceded to these requests from Sixth Army once Fourth Panzer 
Army's rescue drive had become bogged down, if only because there could be no justification 

for dispatching any reinforcements or replacements into the pocket from then on. It was 
already quite bad enough to have to fly unit commanders and General Staff officers back into 
the pocket on their return from leave. But apart from the fact that the army urgently needed 
them, these officers - some of whom bore such old military names as Bismarck and Below - 
themselves insisted on returning to their troops, thereby proving that the tradition of self- 
denial and comradeship could withstand the hardest of tests. 

On 13th January Colonel-General Paulus's senior aide, Captain Behr, an exemplary young 
officer who had already won the Knight's Cross, flew out to see us, bringing the army's war 
diary with him. He told us how bravely the troops were still fighting and what fortitude all 
ranks had shown in coming to terms with the cruelty of their fate. 

Behr carried letters from Paulus and his Chief-of-Staff to Schulz and myself — letters 
reflecting the courage, integrity and decency that govern the German soldier's way of 
thinking. They fully recognized that the Army Group had done everything humanly possible 
to get Sixth Army out. On the other hand, of course, one detected their bitterness at the fact 

that the promises about air supplies had not been kept. All I can say to this is that neither 
Colonel-General v. Richthofen nor I had ever made such promises. The man responsible for 

them was Goring. 

On 16th January there was again heavy fighting on all the army fronts. For a time it was 
impossible for any more aircraft to land, following the excessive losses inflicted by the 
enemy's ground and fighter defences earlier in the day. In the main it was now only possible 
to fly supplies in at night or drop them from the air. Inevitably a considerable volume of 
stores delivered by the latter method went astray. 

The same day Hitler put Field-Marshal Milch in charge of the airlift. On 17th January the 
army radioed that the Gumrak airfield was usable again, but the Luftwaffe did not agree. The 
Army Group, however, insisted that an attempt be made to land there. 

On 19th January I had my first talk with Milch, who had been slightly injured the day before 

when the car in which he had been coming to see me collided with a railway engine. I 
impressed on him the urgent need for a radical improvement of the airlift notwithstanding the 
hopelessness of Sixth Army's position. Apart from the fact that we owed it to our comrades at 
Stalingrad to maintain their supplies until the very last hour, I said, the army was performing a 
vital operational task in continuing to tie down ninety Soviet formations. In view of the 
critical situation on the rest of the Army Group's front and its open flank by Army Group B, 
every extra day we could keep Sixth Army in action might well be of decisive value. Milch 
promised to release all possible resources from the home front, including the last reserves of 

transport aircraft and technical personnel for maintenance and repair work. The latter were 
particularly important now, as the Morosovsky and Tatsinskaya airfields had by this time 
fallen into enemy hands and the airlift was having to operate from Novocherkask and Rostov 

and bases even further to the rear. 

From what Milch told me it was clear that if he had been called in several weeks earlier he 
might have been able to ease matters considerably, since he had access to many resources 
back at home which were not available to v. Richthofen. This meant that Goring was all the 
more to blame for not having ensured that the resources in question were tapped at the right 


On 24th January the following communication reached us from the Chief-of-Staff of the 

Army, General Zeitzler: 

'The following radio message has been received here: 

"Fortress can be held for only a few days longer. Troops exhausted and weapons 
immobilised as a result of non-arrival of supplies. Imminent loss of last airfield will 
reduce supplies to a minimum. No basis left on which to carry out mission to hold 
Stalingrad. Russians already able to pierce individual fronts, whole stretches of which 
are being lost through men dying. Heroism of officers and men nevertheless unbroken. 
In order to use this for final blow, shall give orders just before final break-up for all 
elements to fight through to south-west in organized groups. Some of these will get 
through and sow confusion behind Russian lines. Failure to move will mean end of 
everyone, as prisoners will also die of cold and hunger. Suggest flying out a few men, 
officers and other ranks, as specialists for use in future operations. Appropriate order 
must be given soon, as landing facilities unlikely to exist much longer. Please detail 
officers by name, obviously excluding myself. 


'The following reply has been sent: 

"Message received. Identical with recommendation put up by me four days ago. On my 

resubmission, Fuhrer has directed: 

1. Re break-out: Fuhrer reserves right of final decision. Please send further signal in 


2. Re flying-out of personnel: Fuhrer has refused for time being. Please send Zitzewitz 
here to restate case. I shall take him to see Fuhrer. 


As regards Colonel-General Paulus's request to have individual members of his army flown 

out, I would offer the following comment. 

Seen purely from the viewpoint of military expediency, it would naturally have been desirable 
to save the highest possible number of essential specialists- always bearing in mind, of course, 
that they must be selected quite irrespective of rank. From the humanitarian point of view, it 

goes without saying that one should try to get every single man out. Yet there was also an 
aspect of soldierly ethics to consider - the one which dictated that the very first to be flown 
out should be the wounded. (This, in fact, we did succeed in doing on a quite remarkable 
scale.) The evacuation of specialists, however, could only have been achieved at the expense 
of leaving wounded men behind. Besides, the majority of specialists to be flown out would 
inevitably have been officers, for the simple reason that an officer's training renders him more 
important in war than the private soldier, unless the latter happens to have some very special 

qualification as a technician or scientist. But in a situation like Sixth Army's, the German 
military code demands that when lives are at stake, the officers must take second place to the 
men. It was for this reason that the Army Group made no move to get the Sixth Army 
commander's proposal accepted by Hitler. 

As for any attempt to break through the enemy lines in small groups at the last moment, 

Hitler's 'final decision' never materialized. 

Nonetheless, the Army Group did try to create a basis of survival for successful groups of 
evaders by dropping food at various points behind the enemy front and sending out 
reconnaissance aircraft in search of them. But none reached the Army Group Front, nor were 

any sighted by our pilots. 

At all events, Paulus's message shows that up to the very last those members of Sixth Army 
who still had any strength left did not lose their will to fight. Indeed, we were aware that some 
of the younger officers and men, whose resistance was not yet exhausted, were resolved 
whatever happened to try to fight their way through the enemy's siege-ring when the time 
came. This was why we took the measures described above, fruitless though they proved. 

On 22nd January the Russians reached the Gumrak airfield, with the result that supplies could 

no longer be delivered by landing aircraft. Having reported that he could no longer seal the 
gap in the front there and that his ammunition and rations were coming to an end, Paulus now 

sought Hitler's permission to begin surrender negotiations. In this connexion I had a long 
argument with the latter by telephone. I urged him to authorize a capitulation, my belief being 
that though every day's reduction of the army's resistance must aggravate the Army Group's 
situation as a whole, the time had now come to put an end to this valiant struggle. In bitter 
fighting the army had expended its last ounce of strength to hold a far stronger enemy, thereby 
decisively contributing to the salvation of the Eastern Front that winter. From now on the 
army's sufferings would bear no relation to any advantage which could be derived from 

continuing to tie down the enemy's forces. 

In a long and violent dispute Hitler rejected the request made by Paulus and myself and 
ordered the army to fight on to the end. His grounds for doing so were that every day the 
enemy's Stalingrad divisions were prevented from being committed elsewhere represented a 
vital saving. Yet the situation was critical enough now that the Russians had also overrun the 
Hungarian Army on the Don and virtually wiped Army Group B off the map. From 
Voroshilovgrad on the Donetz up as far as Voronezh on the Don there was a gaping void 
within which the enemy was advancing in strength and had almost complete freedom of 
movement. Whether, in this situation, Don Army Group and Army Group A, which was now 
withdrawing from the Caucasus, could be saved at all seemed more than doubtful. 

Hitler contended that even if Sixth Army were no longer able to form a coherent front, the 
fight could still be continued in smaller pockets for some time yet. Finally he declared that 
capitulation was futile, as the Russians would never keep any agreements anyway. 

That the second prediction was correct in essence, if not in the strictly literal sense, is shown 
by the fact that of the 90,000 prisoners who finally fell into Soviet hands, not more than a few 
thousand can be alive today. It must be emphasized here, moreover, that the Soviets had intact 
railways running close up to Stalingrad and that, given good-will, it must have been possible- 
for them to feed and evacuate the prisoners. Inevitable though the high loss of life from cold 
and exhaustion may well have been, the death rate in this case still appears quite excessive. 

When Hitler turned down my request for Sixth Army's capitulation, I was naturally faced with 
the personal problem of deciding whether to register my disagreement by resigning command 

of the Army Group. 

It was not the first time that I had contemplated doing so. The problem had particularly 
oppressed me during those Christmas days of 1942 when I had failed to persuade Hitler to let 
Sixth Army break out. And I was often to encounter it again in the months ahead. 

It is, I think, understandable that one should have wished to be released from responsibilities 
rendered almost unbearable by the interminable, nerve-racking battles that had to be fought 
with one's own Supreme Command before it would accept the need for any urgent military 
action. The extent to which this wish preoccupied me at that time is apparent from a remark 
made by my G.S.O. I, the then Colonel Busse, to the chief engineer of Sixth Army just after 
Christmas 1942. According to the latter, Busse's words were: 'If I had not kept begging him 
(Manstein) to stay for the troops' sake, he'd have chucked the job back at Hitler long ago.' 
This impulsive utterance by the man who was then my closest collaborator is the best 

indication of my attitude and position. 

But let me make a few general remarks here on the question of a senior commander's 
resignation in the field. The first point is that a senior commander is no more able to pack up 
and go home than any other soldier. Hitler was not compelled to accept a resignation, and 

would hardly have been likely to do so in this case. The soldier in the field is not in the 
pleasant position of a politician, who is always at liberty to climb off the band-wagon when 
things go wrong or the line taken by the Government does not suit him. The soldier has to 

fight where and when he is ordered. 

There are admittedly cases where a senior commander cannot reconcile it with his 
responsibilities to carry out an order he has been given. Then, like Seydlitz at the Battle of 
Zorndorf, he has to say: After the battle the King may dispose of my head as he will, but 
during the battle he will kindly allow me to make use of it.' No general can vindicate his loss 
of a battle by claiming that he was compelled - against his better judgement - to execute an 
order that led to defeat. In this case the only course open to him is that of disobedience, for 
which he is answerable with his head. Success will usually decide whether he was right or 


This was my reason on 19th December for giving Sixth Army that order immediately to break 
out to the south-west contrary to an express directive from Hitler. The fact that the order did 
not achieve anything is due to the failure of Sixth Army Headquarters to carry it out. It will 
hardly ever be possible to decide conclusively whether the latter was right to forgo this one 

remaining chance of salvation, as no one can tell whether the break-out would have succeeded 

or not. 

On later occasions, too, I acted contrary to Hitler's orders whenever it was absolutely 
necessary to do so. Success proved me right, and Hitler had to tolerate my disobedience. 
(Unauthorized action was not admissible, however, when it would have landed the adjacent 

army groups in trouble.) 

This question of resignation has another aspect, however, besides the one mentioned above. I 
refer to the feeling of responsibility which a senior commander must have towards his 


At the time in question I had not only Sixth Army to consider. The fate of my entire Army 
Group was at stake, as well as that of Army Group A. To throw up my task at this moment, 
however justifiable the human motives might be in the light of Hitler's attitude over the 
capitulation of Sixth Army, struck me as a betrayal of those brave troops who were also 
involved in a life-and-death struggle outside the Stalingrad pocket. 

The fact that Don Army Group subsequently succeeded in mastering one of the most difficult 
situations of the war served, in my own opinion, to justify my decision that day not to resign 

out of sheer disgust. 

Just how vital Sixth Army's bitter resistance had been may be gathered from a short sketch of 
developments in the areas of Don Army Group and Army Groups A and B in January 1943. 

On 29th December O.K.H. had finally given in to the insistence of Don Army Group and 
ordered the withdrawal of Army Group A from the Caucasus, initially by taking its left wing - 
First Panzer Army - back on to the Kuma line Pyatigorsk-Praskoveya (155 miles southeast of 
Salsk). Because of the time needed to salvage equipment, the move proceeded extraordinarily 
slowly and no forces became free for the time being. 

By 9th January, the date of Sixth Army's rejection of the surrender call, First Panzer Army 

had still not reached the Kuma line. 

Fourth Panzer Army, whose task was to cover the rear of Army Group A south of the Don 
and simultaneously to keep its communications through Rostov open, had been pushed back 
to the west through Kotelnikovo after some heavy fighting against a much superior enemy 
(three armies strong) south of the Don. By 9th January it was fighting hard defensive battles 
along the Kuberle, between the Sal and the Manych, and we could see that the enemy 
intended to envelop it from both flanks. His 3 Guards Tank Corps, on the Don around 
Konstantinovka, was swinging south-east and driving on Proletarskaya in the rear of Fourth 
Panzer Army. Similarly, along the Manych, the Soviet Twenty-Eighth Army, newly arrived 
from the Kalmyk Steppes, was trying to execute an out-flanking movement to the south. 

Army Detachment Hollidt, after some heavy fighting in the large bend of the Don, had had to 
retire to the Kagalnik sector. Even here the enemy had already broken into the southern flank 
of its positions, a small enemy force having crossed the Don north-east of Novocherkask (the 
location of Army Group Headquarters) on 7th January. On the northern wing of the army 
detachment 7 Panzer Division was trying to delay the enemy's approach to the Donetz 

crossing at Forchstadt by local shock tactics. The crossing at Kamensk could only be covered 
by emergency units and the few Rumanians who had not disappeared from the battlefield. 

North-west from this point stretched the enormous gap left by the disintegration of the Italian 
Army. Fighting around Millerovo, for a time almost completely surrounded, was the weak 
Fretter-Pico Battle Group belonging to Army Group B. 

On 24th January, the day Sixth Army finally crumbled into three tightly packed groups in and 
around Stalingrad and could no longer tie down any Soviet forces worth mentioning, the 
situation on the rest of the front was as follows : 

The northern wing of Army Group A was still around Belaya Glina and, even further south, 
east of Armavir, which meant that it was 100-125 miles from Rostov. The withdrawal of the 
bulk of First Panzer Army through Rostov had now been finally approved by O.K.H. 

Of Don Army Group, Fourth Panzer Army was fighting desperately south-east of Rostov to 
keep the Don crossing clear for First Panzer Army, which I envisaged throwing on to the left 
wing of my Army Group to hold the Donetz from Voroshilovgrad upwards. 

Army Detachment Hollidt was defending the Donetz from its junction with the Don up to a 

point above Forchstadt. 

The Fretter-Pico Battle Group (consisting of two dilapidated divisions) was guarding the 

Donetz on both sides of Kamensk. 

Since 19th January, in consequence of the disintegration of the Italian and Hungarian Armies 
(the latter, too, having meanwhile been over-run on the Don), there had been a gap some 200 
miles wide from Voroshilovgrad on the Donetz to Voronezh on the Don. On 23rd January the 
'front' as far as Starobyelsk had been placed under Don Army Group. Practically the only 
troops left there were those of 19 Panzer Division, which was already pretty battered after 
giving up Starobyelsk in the face of three Soviet army corps. 

When the last resistance of Sixth Army ceased on 1st February, the enemy was threatening to 
cross the Donetz in the Voroshilovgrad area with a group of three tank, one mechanized and 
one rifle corps and appeared to have thrown another group of three or four tank corps and one 
rifle corps against the line of the river from Lissichansk to Zlaviansk. 

There would seem to be little point in discussing how the situation would have developed 
between 9th January and 1st February, or what might have happened subsequently, had not 
the enemy been tied down so long at Stalingrad by the heroic resistance of Sixth Army! 

Now let us return to the army's final struggle. 

On 24th January the front broke down into three small pockets, one in the centre of Stalingrad 
and the other two on its northern and southern perimeters. 

On 31st January the army commander, meanwhile promoted Field-Marshal, was taken 

prisoner with his staff. 

On 1st February the last of the fighting came to an end when what was left of 1 1 Corps also 

surrendered in the north of the city. 

The struggle of Sixth Army was over! 

Soviet captivity was to finish off a process of decline begun by the utter ruthlessness of the 
fighting, pitiless hunger and the icy cold of the Russian steppes. The soldiers who suffered it 
had surrendered only when their arms were powerless to bear weapons and their hands too 
frozen to operate them, when the exhaustion of their ammunition left them defenceless in the 
face of an overwhelming foe! Thanks to the self-sacrifice of the German aircrews, however, it 
had still been possible to evacuate some 30,000 wounded from the pocket. 

Anyone seeking to fix the responsibility for the tragedy of Stalingrad already has the answer 
from Hitler's own lips. On 5th February I was summoned to Supreme Headquarters, all my 
pleas to Hitler to come and see the situation on our front for himself, or at least to send the 
Chief-of-Staff or General Jodl, having failed to move him. 

Hitler opened the interview with roughly these words : 

"I alone bear the responsibility for Stalingrad ! I could perhaps put some of the blame on 
Goring by saying that he gave me an incorrect picture of the Luftwaffe's potentialities. But he 
has been appointed by me as my successor, and as such I cannot charge him with the 

responsibility for Stalingrad." 

It was certainly to Hitler's credit that he accepted responsibility unreservedly in this instance 
and made no attempt whatever to find a scapegoat. On the other hand, we are confronted by 
his regrettable failure to draw any conclusions for the future from a defeat for which his own 

errors of leadership were to blame. 

Yet there is one fact which overshadows the question of responsibility and all that the 
ruthlessness of captivity, brain-washing and justified bitterness may have subsequently done 
to affect the attitude of many an individual member of the sacrificed Army: 

By their incomparable bravery and devotion to duty, the officers and men of the army raised a 
memorial to German arms which, though not of stone or bronze, will nonetheless survive the 
ages. It is an invisible memorial, engraved with the words prefacing this account of the 

greatest of soldiers' tragedies. 

The following are the headquarters staffs and formations of Sixth Army which perished at 

Stalingrad : 

H.Q. 4, 8 and 1 1 Corps and H.Q. 14 Panzer Corps; 
44, 71, 76, 79, 94, 113, 295, 297, 305, 371, 376, 384 and 389 Infantry Divisions; 
100 Rifle (Jager) Division and 369 Croatian Regiment; 
14, 16 and 24 Panzer Divisions; 
3, 29 and 60 Motorized Divisions; 

as well as numerous army and army-group troops, anti-aircraft units and ground units of the 


Finally, there were 1 Rumanian Cavalry Division and 20 Rumanian Infantry Division. 




'Strategy is a system of stop-gaps. ' 

WHILE THE eyes of all Germany were on Stalingrad at the turn of 1942-3, and anxious 
hearts prayed for the sons who fought there, the southern wing of the Eastern Front was 
simultaneously the scene of a struggle even greater than that being waged for the lives and 
freedom of Sixth Army's gallant two hundred thousand. 

The issue was no longer the fate of a single army but of the entire southern wing of the front 
and ultimately of all the German armies in the east. 

This struggle was spared the tragedy of defeat, being ultimately marked - for the last time in 

World War II - by a brief glimpse of victory. But it embraced, quite apart from its initial 
association with the trials of Sixth Army, such a wealth of unprecedented tensions and well- 
nigh fatal crises that the campaign may be regarded as one of the most exciting of the war. On 
the German side there could no longer be any question of this being one last bid for the palm 

of final victory. Indeed, thanks to the errors of leadership in the summer and autumn 
campaigns of 1942, the principal aim - at least to begin with - could only be, in the words of 
Schlieffen, 'to bring defeat underfoot'. In the face of an enemy whose manifold superiority 
offered him every chance of victory, the German command had to improvise again and again, 
and the fighting troops to perform unparalleled feats. 

Though its end was marked by neither the fanfares of victory nor the muffled drum-beats 
which accompanied Sixth Army's death-march, this battle still deserves recording. As a 
withdrawal operation it must inevitably be devoid of glory. Yet the fact that, far from ending 
in defeat, it offered the Supreme Command one more chance of achieving at least a military 
stalemate was possibly something more than an ordinary victory. 


In order to appreciate the significance of this decisive campaign on the southern wing and the 
magnitude of the dangers it involved, we must briefly consider the operational position at its 


In the winter of 1941-2 Russia's military resources had only sufficed to halt the German attack 
on Moscow, and with it the German campaign as a whole. Then, in the summer of 1942, the 
tide had surged eastwards again, finally to ebb on the Volga and in the Caucasus. 

But now - in the winter of 1942-3 - the enemy at last felt strong enough to wrest the initiative 
from us. The question henceforth was whether that winter would bring the decisive step 
towards Germany's defeat in the east. Momentous and distressing though the Stalingrad 

disaster undoubtedly was, it could not, in terms of World War II, effect such a blow on its 
own, whereas the annihilation of the German armies' entire southern wing might well have 
paved the way to an early victory over Germany. There were two reasons why the Soviet 
High Command could hope to attain this goal in the south of the Eastern Front. One was the 
extraordinary numerical superiority of the Russian forces; the second was the favourable 
position it found itself in operationally as a result of the German errors of leadership 
associated with the name of Stalingrad. It undoubtedly strove after this goal, even if it did not 

succeed in reaching it. 

Let me first give a short account of the strategic situation at the start of this winter campaign 

in South Russia. 

The German front in November 1942 formed a wide arc curving far out to the east in the area 
of the Caucasus and eastern Ukraine. The right wing of this arc touched the Black Sea at 
Novorossisk and continued along the front of Army Group A (Seventeenth Army and First 
Panzer Army) through the northern Caucasus without actually linking up with the Caspian 

Sea in the east. 

The deep open flank of this front, which faced southwards, had only 16 Motorized Division to 
cover it in the direction of the Lower Volga in the east. The division was located in the 

Kalmyk Steppes east of Yelista. 

The continuous front of Army Group B only began at a point south of Stalingrad. From 
Stalingrad it receded to the Don and then ran along the latter as far as Voronezh. In it were 
Fourth Rumanian Army, Fourth Panzer Army, Sixth Army, Third Rumanian Army, one 
Italian and one Hungarian army and then Second German Army. The bulk of the German 
forces had for months past been bunched around Stalingrad, while the rest of the front, in 
particular the line of the Don, was entrusted mainly to allied armies. There were no reserves 
worth speaking of behind the fronts of either Army Group A or B. 

The enemy, whose armies formed a 'Caucasus Front', a 'South- West Front' and a 'Voronezh 
Front', had not only superior forces in the line but also powerful reserves behind these army 
groups and the central or Moscow sector of the Eastern Front, as well as in the hinterland. 

In order to grasp the true danger of this situation and the full extent to which it benefited the 
enemy, one must try to picture one or two distances of strategic significance. 

The distance to the Don crossing at Rostov from the Don sector in which Third Rumanian 
Army was over-run on 19th November (i.e. opposite and west of the Russians' Don 
bridgehead at Kremenskaya), as well as from that occupied by the Italian Army on each side 
of Kasanskaya, amounted to only a little more than 185 miles. Through Rostov ran the rear 
communications not only of the whole of Army Group A but also of Fourth Rumanian and 
Fourth Panzer Army. Yet the left wing of Army Group A was at least 375 miles from Rostov, 
while Fourth Panzer Army, in its location south of Stalingrad, was some 250 miles away. 

Further back the lines of communication of the German armies' southern wing led across the 
Dnieper crossings of Zaporozhye and Dnepropetrovsk. The connexion through the Crimea 
and across the Straits of Kerch was not a very efficient one. These vital Dnieper crossings in 
the rear of the German southern wing lay some 440 miles from Stalingrad and more than 560 
miles from the left wing of the Caucasus front. On the other hand, they were only about 260 

miles from the enemy front on the Don, measuring either from Kasanskaya to Zaporozhye or 

from Svoboda to Dnepropetrovsk! 

What this situation could mean in practice I knew only too well from personal experience, 
having in summer 1941 covered the odd 190 miles from Tilsit to Dvinsk in four days with 56 

Panzer Corps. I had done so, moreover, against opposition that was certainly tougher than 
anything the Italian and Hungarian Armies could offer on the Don. At that time the Russians 
had also had very many more reserves behind their front than were available to us in the 

winter of 1942. 

Added to this strategic advantage was the Russians' immense preponderance of numbers. The 
ratio of forces at the beginning of Don Army Group's struggle has already been shown in the 
chapter on Stalingrad. How it developed in the course of the winter may be gathered from two 

figures. In March 1943 the number of divisions at the disposal of Southern (formerly Don) 
Army Group on the 435-mile front from the Sea of Azov to north of Kharkov was thirty-two. 
Facing this sector, either in or behind the line, were 341 enemy formations, consisting of rifle 
divisions, armoured or mechanized brigades, and cavalry divisions. 

Thus the conditions under which Don Army Group had to fight were constantly governed by 

two factors: 

First, an overwhelming superiority of numbers. Even when the Army Group, augmented by 
the bulk of First Panzer Army and new forces supplied by O.K.H., consisted of three, and 
later four, German armies, the ratio of German to enemy forces was still 1 : 7. (This allows 
for the numerical inferiority of certain Russian formations when compared to German 


Secondly, there was a strategic danger inherent in the fact that an enemy who was stronger 
than ourselves, and who for a time enjoyed complete freedom of action following the collapse 
of the allied armies, had shorter distances to travel to the life-lines of the German southern 
wing - Rostov and the Dnieper crossings - than we had. 

Taken in conjunction with one another, these two factors implied a danger that the southern 
wing, once cut off from its supplies, would be pushed back against the coast of the Sea of 
Azov or Black Sea and ultimately destroyed, as the Soviet Black Sea Fleet was just as capable 
as ever of imposing a blockade. After the destruction of Don Army Group and Army Group 
A, however, the fate of the entire Eastern Front would have been sealed sooner or later. 


By virtue of the initial strategic situation outlined above, the whole battle on the southern 
wing in the winter of 1942-3 - and it was destined to be the battle in the east that winter - 
boiled down to the same question on both sides. Would the Soviets succeed in trapping the 
German southern wing, thereby accomplishing the decisive step towards their final victory, or 
would the German command be able to avert such a catastrophe? 

The operational plan for the Russians to adopt was obvious enough. It had been offered them 
on a silver platter when the German Supreme Command allowed the front to petrify in the 
final phase of the summer offensive. Nothing was more natural than that the Soviets should 
first seize their chance to trap Sixth Army as it lay bunched around Stalingrad. 

In the further course of operations, the enemy was to be expected to cash in on his knock-out 
successes in the Rumanian, Italian and Hungarian sectors and to try, by striking again and 
again in ever-increasing strength and scope, to outflank the German southern wing to the 
north and west. His object had to be to amputate this wing from its communications zones and 

ultimately to box it in on the sea-coast. It was a strategic concept which derived every 
possible encouragement from the situation in which the German southern wing had been left 

for far too long by the Supreme Command. 

On the German side there was the much harder problem of deciding how to escape from the 
danger in which we had been landed by our own omissions and the enemy's first unexpected 
successes on both sides of Stalingrad. In view of the overall strategic situation, however, our 
Supreme Command should have realized from the first day of the enemy attack how things 
would develop and, in particular, how dangerously exposed was Army Group A in the 


Broadly speaking, the German Supreme Command had to choose between two courses. The 
first would have been to disengage Sixth Army from the Volga immediately after it had begun 
to be attacked and before it could be tightly surrounded, and then to try to restore the situation 
in the large bend of the Don with the help of strong reinforcements. At the same time it would 
have been necessary to shore up the allied-occupied Don sectors with German forces. 
Obviously, however, the Supreme Command neither had the necessary troops available for 

this solution nor could it, in view of the low capacity of the few existing railways, have 
brought them up in time. To take Sixth Army away from Stalingrad was something it could 
not make up its mind to do. Indeed, not many weeks after the start of the Soviet offensive it 

was clear that the army was to be lost for good and that the best it could do within the 
framework of the operation as a whole was to tie down the largest possible body of forces for 
the longest possible period. It was a task which the gallant army fulfilled till the end and for 

which it ultimately sacrificed itself. 

Nevertheless, even after events had taken such an ominous turn as a result of the obstinate 
way in which Hitler clung to Stalingrad, and after all hope of extricating Sixth Army had 
proved illusory, there was still a second course open to the Supreme Command. At the cost of 
surrendering the territory won in the summer campaign (which could not be held anyway), a 
grave crisis could have been turned into victory! To this end it would have been necessary to 

withdraw the forces of Don Army Group and Army Group A from the front's eastward 
protuberance according to fixed timings, taking them first behind the Lower Don or Donetz 

and subsequently to the Lower Dnieper. 

In the meantime, any forces that could possibly be made available - including those divisions 
of either army group which became disengaged through the shortening of the front - would 
have had to be concentrated, let us say, somewhere around Kharkov. On them would have 
devolved the task of driving into the flank of the enemy as he pursued the retiring army 
groups or attempted to cut them off from the Dnieper crossings. In other words, the idea 
would have been to convert a large-scale withdrawal into an envelopment operation with the 
aim of pushing our pursuer back against the sea and destroying him there. 

Don Army Group proposed this solution to O.K.H. when there was no longer any prospect of 

relieving Sixth Army and as soon as it became plain that Army Group A's position in the 
Caucasus was untenable and that the enemy breakthrough on the Italian front threatened to cut 

off the entire southern wing. 

But Hitler was not the man to embark on a course which initially committed him to relinquish 
the conquests of summer 1942 and would unquestionably have entailed considerable 
operational hazards. Such a step was entirely out of keeping with the personality I have 
already analysed in the chapter on Hitler as a Supreme Commander. With his lack of 

experience in operational matters, he may even then have hoped to restore the situation on the 
southern wing by throwing in the SS Panzer Corps which was moving up to Kharkov. 

As far as Don Army Group Headquarters was concerned, the first of the above-mentioned 
courses had already been ruled out before it arrived on the scene, for by that time Sixth Army 

had been completely surrounded. Neither the battered remnants handed over to us as 'Don 
Army Group', nor the thin trickle of reinforcements we were getting, could possibly suffice to 
fight a battle in the large bend of the Don with any prospect of success — even less so after 
the reinforcements had been held up in Army Group B's sector following the defeat of the 
Italian Army. As for the second course, that of turning a large-scale withdrawal operation into 
a counterblow against the enemy's northern flank as he inevitably exposed this in the course 
of his pursuit, Don Army Group lacked the absolute authority to take it. To do so we should 
have required power of command over the whole southern wing of the Eastern Front and 
freedom to do what we liked with the O.K.H. reserves. 

Instead, the Army Group was committed to deal in turn with the tasks which presented 
themselves in its allotted sphere of command. It had to devise one stop-gap after another to 
meet a danger which arose from the original strategic situation and grew increasingly acute as 
time went on : the danger that the entire southern wing would be tied off. 

The first task confronting the Army Group was the relief of Sixth Army. Initially this had to 
take precedence over all other operational considerations. 

Once this task had proved insoluble for the reasons already related in the chapter on 
Stalingrad, the Army Group had to tackle the problem of preventing the even greater 
catastrophe of the loss of the whole southern wing. As the forces still available as reserves to 
O.K.H. were not enough to keep the southern wing's lines of communication over the Lower 
Don and Dnieper open, the only course left to us was to gather in the eastern wing of the 
Army Group and throw the forces thus released over to the western wing. Everything 
depended, then, on our always thinking far enough ahead to switch forces from our eastern to 
our western wing in time to intercept the enemy's outflanking movements as they gradually 
extended further and further west. It was a task rendered all the more difficult by the fact that 
the neighbouring formation in the north, Army Group B, was slowly but surely disappearing 
from sight as a result of the loss of the allied armies. On the other hand, it was not possible to 
shift forces to the western wing in sufficient numbers without calling on forces from Army 
Group A, which was not under Don Army Group's orders. 

Though conceived on a larger scale and extending over a longer period, it was the same task 

that had confronted General Paulus at Stalingrad between 19th and 23rd November. This 
time, too, it was a matter of moving forces promptly and regardless of local repercussions to 
the places on which the survival of our rear communications depended and simultaneously of 
maintaining our operational mobility. The only difference was that in General Paulus's case 
the decision had been compressed into a few days, or perhaps even hours, and that he could 
count on no reinforcements whatever to begin with. In our own case, however, this idea was 
to govern our whole approach to operations and involve us in months of conflict with the 

Supreme Command. 

In essence, the idea of leap-frogging from east to west to parry the enemy's attempts to 'tie off 

the southern wing was an extremely simple one. In war, however, it is so often the simple 
things which prove hardest to carry out, the real difficulties lying not so much in the taking of 
a decision as in its unswerving execution. In the present instance any withdrawal of forces 
from the eastern wing was bound to create a danger there which no one could be sure of 
surviving. Above all, if these shifts of forces were to have a timely effect, they must be 
initiated some time - if not several weeks - before the danger of being cut off had become so 
acute as to be acknowledged by Hitler. Last but not least, developments in Army Group A's 
sector, as will be seen later, long prevented us from putting the 'leap-frog' plan into practice. 

And so, simple and self-evident though it was, this basic approach of ours proved difficult to 

implement consistently in the face of the increasing gravity of the situation. The same 
difficulty was experienced in getting it accepted by the Supreme Command - at least in time 
for it to have any useful effect - since the latter's views were diametrically opposed to our 
own. Hitler persisted in the principle of holding rigidly on to his gains, whereas we considered 
operational mobility - at which our operations staffs and fighting troops had the advantage of 

the enemy — to be the real key to victory. 

The situation which confronted it at the time of its take-over, combined with the restrictions 
imposed on it by the Supreme Command and its far-reaching dependence on the actions and 
attitudes of the neighbouring army groups, led Don Army Group to adopt a 'system of stop- 
gaps' without, at the same time, ever sacrificing the basic formula. 

In the light of the foregoing, Don (later Southern) Army Group's winter campaign of 1942-3 
may be broken down into four successive phases : 

The first was the struggle for the relief of Sixth Army, on which the Army Group staked 

everything it could possibly afford. 

The second phase was the Army Group's struggle to keep the rear of Army Group A free 
while it was being disengaged from the Caucasus front. 

The third phase consisted in the actual battle to keep open the lines of communication of the 
German armies' southern wing and to prevent it from being 'tied off. 

This led to the final, fourth phase in which the Army Group succeeded - if on a smaller scale 
than it would have liked - in delivering the counterblow culminating in the battle of Kharkov. 


The attempt to relieve Sixth Army, or rather to enable it to break out of the Stalingrad pocket, 

has already been recounted. 

In an all-out effort to make this attempt succeed, Don Army Group went to the very limits of 
what could be risked. Right up to the time when the fate of Sixth Army was sealed, i.e. the 
end of December 1942, it endeavoured to manage with a minimum of forces in the centre and 
on the left of the Army Group front, which only amounted to a thin protective screen as it 
was. Its object was to delay any decisive developments in these sectors until Fourth Panzer 
Army's battle east of the Don had successfully opened up the beleaguered army's way to 


Only after all hope of linking up Fourth Panzer and Sixth Armies had had to be abandoned, 
and the simultaneous defeat of the Italian Army had laid bare Don Army Group's western 
flank and thrown open the enemy's road to Rostov, did the Army Group concede precedence 
to the problem of maintaining the whole southern wing of the Eastern Front. 

All that remains for me to do in this context is to give a brief account of how Don Army 
Group's situation came to deteriorate as a result, on one hand, of Sixth Army's decision not to 
attempt the break-out and, on the other, of the way things developed on the right wing of 

Army Group B (the Italian Army). 

The difficult position in which Fourth Panzer Army had landed on the eastern wing of the 
Army Group as the enemy threw in increasingly strong forces from the Stalingrad siege-front 
to meet it has already been indicated. In the battles between the Aksai and Kotelnikovo, as 
well as in the fighting for the latter as a spring-board for Fourth Panzer Army's relief 
offensive, 57 Panzer Corps suffered considerable losses after being left alone on the 
battlefield by the Rumanians. 23 Panzer Division, which had been severely weakened before 
this, was particularly badly hit. The non-appearance of reinforcements from Army Group A 
made it unlikely that Fourth Panzer Army would even hold its own sufficiently to prevent the 
enemy from swinging strong forces into the rear of First Panzer Army. 

The trend of events on the rest of the Army Group front was not a whit less serious. In what 
had been the sector of Third Rumanian Army, the fact that Fourth Panzer Army was falling 
back east of the Don enabled the enemy to cross the ice-covered river around Potemkinskaya, 
and a little later at Tsymlyanskaya, and to threaten the Chir positions in the flank and rear. On 

this front, General Mieth had meanwhile assumed command in place of Third Rumanian 
Army Headquarters. Since the Russians were coming over the Don from the east and south, 
we had no choice initially but to order the Mieth Group to make a fighting withdrawal behind 

the Kagalnik. 

On the left wing of the Army Group the position looked even more critical. Admittedly Army 

Detachment Hollidt had succeeded, notwithstanding the loss of the Rumanian divisions, in 
bringing its forces back southwards from the Upper Chir. Without any justification, however, 

a newly arrived, recently formed division which was to have taken over the defence of the 
Army Detachment's flank on the Bystraya Gnilaya gave up the crossing point at Milyutinsky. 
This opened the enemy's way into Hollidt's flank and also to the important air-base at 


Far more serious still was the fact that, thanks to the disintegration of the Italian Army and the 
almost complete elimination of the Rumanians from the battle (1 and 2 Rumanian Corps on 
what had been the left wing of Army Detachment Hollidt), the enemy was able to make for 
the Don crossings of Forchstadt, Kamensk and Voroshilovgrad almost unopposed. Only at 
Millerovo, where the newly formed Fretter-Pico Group on the right wing of Army Group B 
stood like a solitary island amid the red flood, was any resistance being offered. In any case, 
the enemy was free to wheel east into the rear of Army Detachment Hollidt or the Mieth 
Group, or alternatively to keep heading south to Rostov. 

Don Army Group's situation was serious enough, therefore. Had it been acting quite 
independently, the only correct way to solve the crisis would have been to put the 'leap-frog' 
principle into effect forthwith, regardless of any other considerations. Fourth Panzer Army 
could have been pulled back to Rostov in one single movement and thereafter used to fight off 

the threat to the Army Group's left flank and its communications to the west. The forces of the 
Mieth Group and Army Detachment Hollidt still in action in the large bend of the Don would 

have had to come back to the Donetz. 

The objection to this solution lay in the fact that Army Group A was still lodged as firmly as 
ever in its positions in the Caucasus. To expose its rear by shifting Don Army Group's forces 
over to the western wing was out of the question. On the contrary, it was Don Army Group's 
duty not only to cover the rear of Army Group A, but also to keep open its lines of 

communication through Rostov. 

For the time being, then, the idea of basing the Army Group's operations on the principle of 
switching their main effort westwards to balk the enemy's attempts to cut off the whole wing 

of the German armies could still not take effect. During the first few weeks after the take- 
over, indeed, the Army Group had deliberately shelved it in the interest of Sixth Army. Now - 
in the second phase - it found itself compelled, in spite of the steadily growing threat to its 
western flank, to embark on a desperate struggle to keep the rear of Army Group A free. 



The German Supreme Command should really have been aware from the start that Army 
Group A could not stay in the Caucasus if the battle to free Sixth Army did not immediately 

succeed - in other words, if there were no clear possibility of somehow establishing a 
reasonably secure situation within the large bend of the Don. But when the enemy tore a gap 

on the right wing of Army Group B which opened his way to Rostov, it should have been 
palpably evident to anyone that there could no longer be any question of holding the Caucasus 
front. Unless, of course, Hitler had been able or willing to bring in large bodies of troops from 

other theatres. 

As early as 20th December, the day when the flight of two Italian divisions had exposed the 
flank of Army Detachment Hollidt and cleared the Russians' way to the Donetz crossings, I 
had pointed out to General Zeitzler that by advancing in the direction of Rostov the enemy 
would now have his chance to strike the decisive blow against the whole of the German 

southern wing. 

On 24th December I had again drawn attention to the fact that it was now no longer the fate of 
Don Army Group alone that was at stake but of Army Group A as well. 

I have already mentioned the rejection of my demand for the release of forces from Army 
Group A to Rostov and Fourth Panzer Army. Even if one no longer envisaged renewing the 
attempt to extend a rescuing hand to Sixth Army, it was still in Army Group A's interest that 
Fourth Panzer Army should be reinforced, since its defeat would have given the enemy access 
to the Army Group's rear. Since Army Group A - quite understandably - did not want to hand 
any units over, it was the business of the Supreme Command to order the equalization of 
forces so urgently needed between the two Army Groups. One possible reason for Army 
Group A's refusal to let us have the divisions we asked for (see the Chapter on Stalingrad) 
may well have been the quite perplexing degree to which its formations and ' units had been 
shuffled around and intermingled with one another. 

Undoubtedly the disengagement of the larger ones would have been a difficult and at best 
time-consuming task. This state of affairs was in part the inevitable outcome of a need - in the 
absence of adequate reserves - to patch up the gaps caused by enemy penetrations. However, 
it was also due in equal measure to the Army Group's having for months on end been without 

a commander of its own to keep things in order. At the best of times, many military 
commanders are unable to appreciate that units must be left in their normal order of battle if 
one is to achieve maximum efficiency and preserve manoeuvrability. When, as in this case, 
there was no responsible commander whatever for a considerable period, it was hardly 
surprising if the troops became disorganized. 

In response to the insistence of Don Army Group, Hitler finally decided on 29th December to 

order the withdrawal of the eastern and most exposed wing of Army Group A, First Panzer 
Army, to the Kuma sector of Pyatigorsk-Praskoveya. Yet he still had no intention of giving up 
the Caucasus front as a whole. Evidently he still hoped that by bending back Army Group A's 
eastern wing to the Kuma he would be able to pivot it upon the Manych flats, thereby 
stabilizing the situation between the Manych and Don and simultaneously keeping the 
communications of the southern wing open across the Lower Dnieper. Thus the 'balcony' 
which had been formed in November by pushing the front out into the Caucasus and up to the 

Volga and which had led to the unfavourable situation we were in at present was not to be 
eliminated, but merely reduced in size. Where, on the other hand, the forces were to be found 

to compensate for the loss of the Rumanian and Italian armies - and before very long the 
Hungarian one as well - remained a complete mystery. This, in due course, was what caused 
the remainder of the Caucasus front to be abandoned. 

In this second phase of its struggle Don Army Group was confronted with the following tasks: 

Instead of acting as the situation really demanded and radically shifting the main point of 
effort to its western wing to remove the danger of being cut off, the Army Group was 
compelled, in the face of a mounting crisis, to fight for time. 

South of the Lower Don it had to protect Army Group A 's rear and at the same time to keep its 
communications through Rostov open. It was a dual commitment with which the weak forces 
of Fourth Panzer Army were unlikely to cope in view of the wide expanse of territory they 
had to control between the Caucasus and Don and the strength of the enemy operating there. 

In the large bend of the Don and forwards of the Donetz it was the job of Army Detachment 
Hollidt to retard the enemy's advance north of the Lower Don to such an extent that he could 
not cut off Fourth Panzer Army, and with it Army Group A, by a swift thrust on Rostov from 

the east. In addition, it had to prevent the enemy from crossing the Donetz line Forchstadt- 
Kamensk- Voroshilovgrad and thereby deny him access to Rostov from the north. 

Finally, the Army Group had to find ways and means of keeping open the lines of 
communication running to the Lower Dnieper in the west, either with its own resources or 
else with the assistance of what meagre reserves O.K.H. was able to send us. 

All this had to be done with troops who had long been subjected to overstrain and were faced 
by an enemy many times stronger than themselves. 

Difficult though this task, or series of tasks, was in itself, the paramount danger lay in Army 
Group A's inability to disengage swiftly from the Caucasus. It was just one more example of 

the hardening-up process which inevitably sets in whenever mobile operations degenerate into 
static warfare. If only for the sake of economizing one's forces, immovable weapons have to 
be dug in and rations and ammunition accumulated. Various facilities are installed to ease the 
lot of the troops - a particularly important measure when a shortage of reserves prevents them 
from being taken out to rest. As the horses cannot usually be fed in a static battle zone, they 
have to be accommodated further back, and this in turn tends to immobilize the fighting units. 
(The state of the roads during a Russian winter, particularly in mountainous country, only 

added to these difficulties.) 

The upshot is always that troops and formation staffs lose the knack of quickly adapting 
themselves to the changes of situation which daily occur in a war of movement. Inertia and 

stagnation gain the upper hand, for every change involves difficult reliefs, movement of 
forces, inconveniences and often danger. The inevitable process of accumulating weapons, 
equipment and stores of all kinds ties down assets which one feels unable to do without for 
the rest of the war. The result is that when the command staff in question is faced with the 
necessity of a major withdrawal, it begins by asking for a long period of grace in which to 
prepare for the evacuation. It may even reject the idea of a withdrawal out of hand because of 
the equipment and stores it has come to regard as indispensable. It will be remembered that 
when the German offensive came to a standstill in 1918, even such a notable commander as 
Ludendorff could not bring himself, by a boldly conceived withdrawal, to precipitate the war 
of movement in which Germany's last hope of victory then lay. In the final analysis he felt 
unable to write off all the materiel committed on and behind the German front, or else could 
not make up his mind to abandon territory which it had cost such sacrifices to win. 

The situation on Army Group A's front was a similar one. A talk with the Chief-of-Staff of 

First Panzer Army revealed that this formation could not begin moving back until 2nd 
January, but after we had helped out with petrol it was finally able to start on New Year's 
Day. Even then, Army Group A announced a few days later that First Panzer Army would 
have to fall back on to the Kuma line sector by sector in the interest of getting equipment out 
and evacuating the wounded from the mountain resorts in the Caucasus. For these purposes, it 
was stated, the army would require 155 trains (twenty per division) and would not (on account 
of the low rail capacities) be in position along the Kuma line for another twenty-five days. So 
although it should have been realized since the end of November that at least the rear of Army 
Group A would be endangered sooner or later, it was obvious that nothing had been done to 
prepare for an evacuation. One reason for the omission was undoubtedly that Hitler had 
forbidden such preparations or was expected to do so if he learnt of them. But an equally 
important one, I am sure, was the Army Group's lack of a responsible commander in recent 


O.K.H. had been considering the idea of placing Army Group A, which had now been taken 
over by Colonel-General v. Kleist, under my command. Generally speaking, it is not a good 
thing to put an army group or army under a headquarters of equal status. In the present critical 
situation, however, this would probably have had its advantages - provided, of course, that no 

strings were attached. Any possibility of interference by Hitler or of Army Group A's 
invoking his decisions in opposition to my own had to be expressly barred. Hitler, however, 

was unwilling to accept my conditions, and Army Group A consequently remained 
autonomous. All that Don Army Group could do was to keep on pressing for a speed-up of 
Army Group A's evacuation measures with a view to effecting the earliest possible release of 
the forces whose intervention south of the Don and later on the western wing of Don Army 
Group would be of decisive importance. Everything depended on cutting down this second 

phase of the winter campaign to the utmost in order to get the position on the German 
southern wing finally stabilized. The only hope of doing so lay in smashing the enemy forces 
which were trying to envelop that wing to the west. In the event, it did prove possible to get 
the deadlines for the Caucasus evacuation considerably curtailed. 

The hindrances mentioned above were due partly to what appeared to be the inevitable 
outcome of static warfare conditions and the difficulties encountered in a mountainous 
theatre, and partly to the Supreme Command's aversion to surrendering anything voluntarily. 
The fact that they committed Don Army Group to a battle in the Don area lasting from the end 
of December to early February was bound - in view of what was happening to Army Group B 
- to intensify the danger that the whole southern wing would be cut off. 

It would hardly be possible to find a better illustration of Moltke's definition of strategy than 
in this battle fought by the two armies of Don Army Group. The reason why we succeeded, 
despite a series of crises, in mastering the tasks already outlined is that the army and army 
group staffs adhered firmly to two well-established German principles of leadership : 

(i) Always conduct operations elastically and resourcefully; 
(ii) Give every possible scope to the initiative and self-sufficiency of commanders at all 


Both principles, admittedly, were greatly at variance with Hitler's own way of thinking. While 
the first will find expression in the account of the battle fought by our two armies, I should 
like to say a few words on the second one now. 

It has always been the particular forte of German leadership to grant wide scope to the self- 
dependence of subordinate commanders - to allot them tasks which leave the method of 
execution to the discretion of the individual. From time immemorial - certainly since the elder 

Moltke's day - this principle has distinguished Germany's military leadership from that of 
other armies. The latter, far from giving the same latitude to subordinate commanders on the 
tactical plane, have always tended to prescribe, by means of long and detailed directives, the 
way orders should actually be carried out or to make tactical action conform to a specific 
pattern. On the German side this system was considered a bad one. It would, admittedly, 
appear to reduce the risk of failure in the case of a mediocre commander. Yet it only too 
easily leads to the executant's having to act against the exigencies of the local situation. Worst 
of all, in its preoccupation with security it waives the opportunity that may occur through the 

independent action of a subordinate commander in boldly exploiting some favourable 
situation at a decisive moment. The German method is really rooted in the German character, 

which - contrary to all the nonsense talked about 'blind obedience' - has a strong streak of 
individuality and - possibly as part of its Germanic heritage - finds a certain pleasure in taking 
risks. The granting of such independence to subordinate commanders does, of course, 
presuppose that all members of the military hierarchy are imbued with certain tactical or 
operational axioms. Only the school of the German General Staff can, I suppose, be said to 
have produced such a consistency of outlook. Nevertheless, there are plenty of occasions 
when the senior commander in the field is faced with the problem of whether or not to take a 

hand in the operations of the armies or other formations under his command. The more 
complex the situation and the smaller the forces with which he has to manage, the more often 
is he tempted to meddle in the business of his subordinates. 

As far as my own Headquarters was concerned, I think I can say that we only intervened in 
the operations of our armies when it was quite imperative to do so. This was particularly true 
whenever the Army Group's operational intentions involved the assumption of responsibilities 
which it would have been unreasonable to expect the army headquarters in question to accept. 

On the other hand, we refrained on principle from proffering off-the-record 'advice', which 

kills all initiative and hides responsibility. 

That Hitler showed little understanding for the old-established German principle of leadership 
and repeatedly sought to meddle in the operations of subordinate headquarters by issuing 
specific orders of his own has already been mentioned earlier on. Nothing could be done 
about such orders when they related to the movements of adjacent army groups or the action 
to be taken with formations which were still O.K.H. reserves. However, in the many cases 
when they directed that a particular line was to be held to the last man and the last round, the 
force of circumstances usually proved stronger in the end. 

Something which has also been discussed already and was even harder to overcome was 
Hitler's dilatoriness in the taking of urgently needed decisions. We could not, after all, compel 
him to give an order. In such cases one had no choice but to report that in default of an 
O.K.H. directive by such-and-such a time or such-and-such a day, we should act at our own 


In contrast to the above, I doubt very much whether any of the armies under our command 
during this or any later campaign ever had reason to complain that we were slow to take 
decisions. Whenever they put an inquiry or recommendation up to my headquarters, they 
always received an immediate reply. Only in difficult situations did the Army Group ever 
delay a decision for a very limited period - at most for a few hours or until the following 


On the whole - apart from Stalingrad — the Army Group always managed in the end to get 
the requisite action taken in the face of Hitler's interference or procrastination. 


Fourth Panzer Army had two different tasks to fulfil if it was to keep the rear of Army Group 

A free. 

It had to prevent the enemy now on its heels from moving in against the rear of First Panzer 
Army until such time as the latter had wheeled back from the Caucasus on to a front facing 


At the same time, it had to ensure that the enemy did not thrust down the lower reaches of the 
Don to Rostov and cut off both Fourth Panzer Army and Army Group A from their 

communications zones. 

It was clear that the army had not enough forces to deny the enemy the whole area between 
the lower course of the Don and the northern spurs of the Caucasus. Since the loss of the 
Rumanians all it had up around Kotelnikovo was 57 Panzer Corps, consisting only of two 
seriously weakened divisions (17 and 23 Panzer). 15 Luftwaffe Field Division was still not 
ready to go into action, and 16 Motorized Division had still not been relieved at Yelista by 

forces from Army Group A. 

All Don Army Group's efforts to get the army reinforced in good time were unavailing. The 
provision of 3 Panzer Corps by Army Group A had already been turned down by O.K.H., and 

now 7 Panzer Division, which Don Army Group had intended to use with Fourth Panzer 
Army, was retained by Hitler at Rostov to cover this crossing-point to the north following the 
collapse of the Italian Army. In essence this was not a bad idea, except that the infantry 
division we had requested from Army Group A (i.e. from Seventeenth Army) would have 
done just as well. But this, as I have said, Hitler had refused to let us have because he feared 
that its withdrawal from the Novorossisk sector would cause the Rumanian divisions there to 

give way. 

An acute threat materialized in the rear of First Panzer Army when strong elements of the 
enemy which had been following Fourth Panzer Army turned south against First Panzer Army 

just as it was swinging backwards. Although 16 Motorized Division was able to launch a 
successful attack and bar the way to the enemy from behind the Manych, it was delayed still 
further from taking part in the struggle of Fourth Panzer Army, which it now did not join until 

the middle of January. 

A measure which the Army Group had intended taking in its own area to reinforce Fourth 
Panzer Army was thwarted by the enemy. We had envisaged bringing 1 1 Panzer Division out 
of the large bend of the Don to join the army. Just when it was about to come over the Lower 

Don, however, the enemy himself crossed the river at two different places to drive from the 
south and south-east into the rear of the Mieth Group, which was still holding the Lower Chir 
on a front facing north. To parry this thrust and to enable the Mieth Group to swing back into 
a front facing east behind the Kagalnik, 1 1 Panzer Division had to be committed north of the 
Don and was lost to Fourth Panzer Army in consequence. 

In the end, therefore, the only forces to augment the two above-named armoured divisions of 
57 Panzer Corps were the Viking SS Division, which had already been released earlier by 
Army Group A, and- in mid- January - 16 Motorized Division. 

By this time Fourth Panzer Army was under pressure through Kotelnikovo from two Soviet 
armies, Second Guards and Fifty-First, which between them comprised one tank, three 
mechanized, three rifle and one cavalry corps. Shortly afterwards a third army (Twenty- 
Eighth) made its appearance further south from the Kalmyk Steppes. 

It could safely be assumed that these three armies were bent not merely on tying down Fourth 
Panzer Army from the front, but ultimately on by-passing it to the north and south in order to 

encircle it completely. 

If Hitler thought he could order us, in the face of that preponderance of forces and with such 
an expanse of territory to cover, to make the army hold some 'line' or other, or else to obtain 
his approval before undertaking any withdrawal, he was seriously mistaken. As an obstacle, a 
hard-and-fast line was likely to prove about as effective as a cobweb in Fourth Panzer Army's 
situation. Nonetheless, he still made repeated attempts to restrict our operational freedom by 
orders of this kind and stuck to his refusal to reinforce Fourth Panzer Army. By 5th January, 
therefore, I felt I must ask to be relieved of command of Don Army Group and sent the Chief 
of the General Staff a teleprinter message which stated inter alia: 

'Should these proposals not be approved and this headquarters continue to be tied down 
to the same extent as hitherto, I cannot see that any useful purpose will be served by my 

continuing as commander of Don Army Group. In the circumstances it would appear 
more appropriate to replace me by a "sub-directorate" of the kind maintained by the 


(The Quartermaster-General's 'sub-directorates' at army groups were headed by older staff 
officers who ran their formations' supply and transport services in accordance with direct 

instructions from the central directorate.) 

As things now stood, Fourth Panzer Army's object was not to offer inadequate resistance 
along an over-extended line, but to keep its forces close together. Only thus could it offer 
strong opposition at vital spots or deal the enemy a surprise blow whenever an opportunity 
presented itself. At times it would obviously have to denude parts of its' area completely and 
be content to cover others with only a flimsy defence screen. 

Colonel-General Hoth, supported by his admirable Chief-of-Staff, General Fangohr, went 
about this difficult task with a calm resolution matched only by the versatility of his 
leadership. He skilfully retarded the progress of the enemy pressing hard on his front without 
exposing himself to danger by holding any one position too long. Furthermore, by rapidly 
assembling forces on both his wings, he repeatedly dealt the enemy sharp jabs which foiled 

every attempt to outflank him. 

Though unable to let the army have sufficient forces to discharge its difficult task, the Army 
Group did reserve the right to relieve it of responsibility for at least its most intricate problem 
by the issue of specific orders. As I have said, Fourth Panzer Army actually had to deal with 
two tasks at once. It had to prevent any of the three enemy armies following it from taking 

First Panzer Army in the rear before the latter had completed its swing back from the 
Caucasus on to a front facing east and was ready to look after its own defence. At the same 
time it had to counter any attempt by the enemy to drive on Rostov along the lower arm of the 
Don. If this were successful, the three armies fighting south of the Lower Don would be cut 


Fourth Panzer Army was only capable of solving one of these tasks at most. Which of them 
should have priority was a matter that only the Army Group could decide. Admittedly the 
threat to Rostov was the greater danger in the long run. Yet should the enemy succeed in 
encircling First Panzer Army as it wheeled back into its new position, there could be no 
further point even in holding Rostov, and the three German armies south of the Don would be 
doomed. If, on the other hand, the withdrawal of First Panzer Army were successfully 
accomplished, ways and means would be found to avert a crisis at Rostov. 

The enemy did try to exploit the two opportunities indicated above. It has already been 
mentioned that 16 Motorized Division had just been in time to intercept the Soviet elements 
which had turned off to take First Panzer Army in the rear. Yet, with the same operational aim 
in view, the enemy made repeated attempts to envelop Fourth Panzer Army to the south and 
thereby to introduce himself between the latter and First Panzer Army. At the same time he 

endeavoured to drive along the Lower Don through Konstantinovka in the direction of 
Rostov. On 7th January a smallish enemy force turned up on the northern bank of the Don 
some 12 miles from the Army Group Headquarters' location at Novocherkask, after the 
Cossacks and frontier troops guarding that stretch of river had given way. We had to dislodge 
this domestic invader with a few tanks fetched out of workshops for the purpose. 
Subsequently the tank corps of which this enemy force formed part was turned off towards 

Proletarskaya in the rear of Fourth Panzer Army, which meant that we were rid of the threat to 
Rostov for at least the next few days. Fourth Panzer Army, for its own part, was duly able to 

cope with this threat on its northern flank. 

By 14th January First Panzer Army had completed its withdrawal movement, having been 
able to speed it up after all in the meantime. It now had its left wing established on a line 
running from Cherkask to Petrovskoye. This meant that at least a measure of operational 
cooperation was now possible between First and Fourth Panzer Armies, even if a wide gap 
still yawned between Petrovskoye and Proletarskaya. (This, admittedly, was partly covered by 

the mud-flats of the Manych.) 

The first part of Fourth Panzer Army's task, which had been to keep the rear of Army Group 
A free in the area south of the Don, was thus fulfilled. There still remained the second part - 
that of holding open this Army Group's lines of communication through Rostov. 

In the face of the enemy's many times greater strength, the accomplishment of the second part 
was complicated by the fact that First Panzer Army was initially to remain several days in the 
line it had reached in order to prepare the further evacuation of its rear areas. Indeed, Fourth 
Panzer Army's task was to come dangerously near to not being fulfilled at all, for even now 
Hitler could still not make up his mind to abandon the Caucasus entirely. The question of 
whether First Panzer Army was to be pulled back on to the northern bank of the Don or 
whether the whole of Army Group A should remain in the Kuban still hung in the balance. 


While Fourth Panzer Army was carrying out its task south of the Don during the first half of 
January, Army Detachment Hollidt had a no less difficult job to do in the large bend of river. 
As was stated in the chapter on Stalingrad, the enemy had spent the past few weeks making ' 
repeated attacks in infinitely superior strength on the Army Detachment's front along the Chir. 

At General Hollidt's disposal, on a front extending some 125 miles from the Don at Nizhne 
Chirskaya as far as Kamensk-Shakhtinsky, were - and this included the Mieth Group, now 
under command — four infantry divisions (62, 294, 336 and 387) which had already been 
very badly worn down in the fighting to date. Also helping to hold the front were some 'alarm 
units' and - a valuable buttress, these - anti-aircraft units commanded by the seasoned General 

Stahel. As for the Army Detachment's two Luftwaffe field divisions, what little was left of 
them inevitably had to be incorporated into army formations. The main strength of the Army 
Detachment was constituted by 6 and 1 1 Panzer Divisions, augmented by the newly arrived 7 
Panzer. The badly battered 22 Panzer Division had to be disbanded. 

With these forces General Hollidt had to prevent the enemy in the north from moving down 

on the lower reaches of the Don (i.e. into the rear of Fourth Panzer Army) and - most 
important of all - from breaking through to Rostov for as long as Fourth Panzer Army and 
Army Group A were in the area south of the Don. Furthermore, it was the Army Detachment's 
job to see that the enemy opposite its left wing did not push through to the Donetz crossings 
between Forchstadt and Voroshilovgrad, thereby opening the way to Rostov from the north- 
west. At the same time, however, the Army Detachment found itself threatened on both flanks 
- in the west as a result of the disappearance from the battlefield of the Italians (in whose 
place the Fretter-Pico Group was slowly fighting its way back from the Millerovo region 
towards the Donetz), and in the east because several enemy army corps now had crossed the 

Don, first at Potemkinskaya and then at Tsymlyanskaya. They could only be stopped, as was 
noted earlier, by throwing in n Panzer Division and bending the Mieth Group back on to a 

front facing east from behind the Kagalnik. 

Like Fourth Panzer Army, Army Detachment Hollidt reflected firm yet versatile leadership in 
mastering its task amid heavy fighting and incessant crises. Here, too, however, the Army 
Group assumed ultimate responsibility by ordering it, at great- if not immediate- risk to the 
spots thus laid bare, to bunch its armour together for short offensive thrusts. 

The fact that the Army Detachment succeeded in finally halting the enemy on the Donetz, and 
thereby in saving Fourth Panzer Army and Army Group A from being cut off south of the 
Don, must be ascribed first and foremost - while not forgetting the way its staff handled 
operations - to the bravery with which the infantry divisions and all other formations and units 
helping to hold the line stood their ground against the enemy's recurrent attacks. Yet their 
defence could never have been maintained had not our armoured divisions time and again 
shown up at danger spots at just the right moment. On one hand they intervened to ward off 
the impending encirclement of the Army Detachment's right wing as it wheeled back on to the 
Kagalnik and later to intercept a threatened breakthrough in that sector. On the other, they 
surprised the enemy by driving straight into his assembly positions as he was about to attack 
the Army Detachment's northern front forward of the Donetz. While it was the business of the 
Army Detachment itself to mount such close counterblows as part of its defensive role, the 
actual responsibility for risking them usually lay with the Army Group. The latter had to 
relieve the Army Detachment of responsibility for any emergencies which might arise 
whenever, on Army Group instructions, it concentrated its armour in one spot and thereby 

imperilled the remaining sectors of the front. 



By the middle of January 1943 the operational situation on the southern wing of the Eastern 
Front had come to a head. Its seeds had been laid in the late autumn of 1942, when our 
military command had allowed the front to solidify into a line which was operationally 
untenable from a long-term point of view. What had clearly been shaping up since Christmas 

Week 1942, when the last opportunity for Sixth Army to break out was missed, had now 
come to pass. Only the desperate struggle waged by the German fighting troops and command 

staffs had so far staved off an even worse crisis. 

Sixth Army was doomed. The best it could do now, with what little strength it still possessed, 
was to render its comrades in the Don bend and the Caucasus the last supreme service of tying 
down strong enemy forces for just a short while longer. 

It was clear that after the loss of Sixth Army the Caucasus region could not even be held on a 

reduced scale. 

Now, however, thanks to the doggedness and dexterity with which Fourth Panzer Army had 
been fighting in the area south of the Don, there was at least a chance that when the Caucasus 
went, Army Group A need not be lost with it. Its eastern wing, which had been in the greatest 

danger of all, was now safely retracted. And even though First Panzer Army was still 190 
miles from the river-crossing at Rostov, it was nonetheless out of the mountains and no longer 

threatened from the rear. If things came to the worst, it could fight its own way back from 

now on. 

In the area between the Don and Donetz it had so far been possible to deny the enemy access 
to Rostov and prevent him from closing the trap from the north behind the three armies 
standing south of the lower arm of the Don. 

But it was evident that neither Army Detachment Hollidt nor the Fretter-Pico Group (now 
fighting around Millerovo and consisting of H.Q.. 30 Corps with 3 Mountain and 304 Infantry 
Divisions under command) could prevent the enemy from crossing the Donetz upstream from 

Kamensk-Shakhtinsky once he was strong enough to reach so far round to the west. From 
then on he would be at liberty to drive on Rostov from the north-west or straight down to the 

Sea of Azov. 

Worst of all, about this time the Army Group B sector held by the Hungarian Army on the 
Middle Don collapsed before a fresh enemy offensive. The connecting front in the north was 
also caught up in the disaster. Army Group B wanted to take its forces back behind the Aidar 
as far up as Starobyelsk, which meant leaving open the Donetz downstream from 
Voroshilovgrad. For all practical purposes, however, this wing of the Army Group was to 
cease to exist within a few days. A wide gap opened up from Voroshilovgrad to the north in 
which only isolated German battle groups of Army Group B were offering desperate local 
resistance. The Hungarians - like the Italians - had disappeared from the battlefield. 

It seemed certain that O.K.H. could not hope to plug this hole with the reserves now on the 


In any case, as far as Don Army Group was concerned, the time had obviously come to 'leap- 
frog' strong forces from the area south of the Don to the Middle Donetz if the enemy were to 
be prevented from tying off Don Army Group and Army Group A. 

The German Supreme Command still did not agree, however. Either it was unable to foresee 
what turn events would inevitably take if nothing effective were done to make us strong in the 
crucial area between the Donetz and Lower Dnieper, or it simply would not see the dangers 

of the situation. 

Hitler was still not disposed to give up the Caucasus region. He still thought he could 
somehow maintain a front south of the Don which would at least safeguard his possession of 
the Maikop oilfields. His minimum requirement was the retention of an extensive bridgehead 
in the Kuban from which he proposed at a later date to renew his grab for the Caucasus oil. 

And so, in the weeks that followed, our Army Group was compelled to continue its desperate 
struggle on both sides of the Don in the interest of a systematic withdrawal of Army Group A. 
All this time it was having a fierce dispute with the Supreme Command over the idea of 'leap- 
frogging' forces to the Donetz area. This concerned not only the acceptability of the principle 
as such but also the question as to how many of Army Group A's forces should be brought 
back through Rostov to the decisive battleground. To tie up substantial elements of Army 
Group A in a Kuban bridgehead amounted, in our opinion, to sheer wishful thinking from the 

point of view of operations as a whole. 


By 14th January, the day on which First Panzer Army reached the line Cherkask-Petrovskoye 
and established a front facing eastwards, another crisis was brewing in the area of Army 

Detachment Hollidt. 

On that day an enemy tank corps succeeded in breaking through towards the Donetz on the 

right wing of Army Group B, in the area of the Fretter-Pico Group south of Millerovo. 
Although O.K.H. provided the group with a new infantry division (302), this alone could not 
possibly suffice to stabilize the situation on the river. 

When, on 16th January, O.K.H. placed the Fretter-Pico Group under command of Don Army 

Group (while simultaneously extending the latter's front to the Aidar), it was still not even 
certain whether the group would get back behind the Donetz at all. It had meanwhile emerged 
that the enemy intended to throw three or four mechanized corps against the Donetz on either 
side of Kamensk-Shakhtinsky in the Fretter-Pico Group's own area. 

Fortunately, thanks to a neat success scored a few days previously by Army Detachment 
Hollidt when two of its armoured divisions had struck a surprise blow on the Kalitva, an 
enemy attack had been wiped out there while still in the preparation stage. 

We therefore ordered the Army Detachment to execute its planned withdrawal into the Donetz 
positions in such a way as to have an armoured division available at the earliest possible 
moment for mobile defence of the Donetz sector of Forchstadt-Kamensk. For operations in 
the newly acquired Kamensk- Voroshilovgrad sector of the river, however, there was nothing 
to hand - except for the Italians who had streamed back there as stragglers. In other words, 
there was a danger that Don Army Group's Donetz front would shortly be outflanked to the 


At the same time, it became evident that the enemy intended to envelop Army Detachment 
Hollidt from the east as well. In the gap between its right wing, where the Donetz joined the 
Don, and Fourth Panzer Army, which was still having to cover First Panzer Army's northern 
flank against a far superior enemy forward of Salsk on the Manych, two enemy corps were 
identified in the angle between the Sal, Don and Manych. These could be expected to attempt 
to cross the Don for an advance on Rostov or else to thrust into the rear of Army Detachment 

Hollidt's Donetz positions. 

Don Army Group accordingly proposed that it now be allowed to shift Fourth Panzer Army 
over to its western wing (while leaving one division temporarily forward of Rostov to keep 
the crossing open for First Panzer Army). This would naturally have necessitated O.K.H. 's 
issuing simultaneous orders for the withdrawal of Army Group A - with First Panzer Army 
moving back on Rostov and Seventeenth Army into the Kuban. 

Once again it was impossible to get a quick decision from Hitler. Neither would he 
countenance the Army Group's proposal that Army Group A's armoured divisions be 
concentrated in the area of Fourth Panzer Army for a short offensive stroke to facilitate First 
Panzer Army's withdrawal and thereby to speed up the release of Fourth Panzer Army. 

Not until 18th January did O.K.H. finally concede Fourth Panzer Army freedom of movement 
to the extent that the latter no longer had to cover the northern flank of First Panzer Army on 

the Manych north-eastwards of Salsk. On the other hand, Don Army Group still had to 
safeguard Army Group A's use of the Rostov-Tikhorets railway line until eighty-eight supply 

trains had passed safely through to stock up the Kuban bridgehead. Whether First Panzer 
Army would now be withdrawn towards Rostov or into the Kuban was still anybody's guess. 

The time being taken to decide whether to allow forces to be 'leap-frogged' westwards inside 
the German southern wing could only benefit the enemy, of course. It enabled him to exploit 
the collapse of the Italian and Hungarian sectors of Army Group B's front and to assemble 
powerful forces with which to advance over the Middle Donetz towards the coast of the Sea 
of Azov or the Dnieper crossings - forces to which, for the moment, we had nothing to offer 
in the way of opposition. The enemy was also given opportunity to concentrate his formations 
for a direct assault on Rostov and to envelop Army Detachment Hollidt's western wing 

through Voroshilovgrad. 

On 20th January the enemy in the area of Fourth Panzer Army launched an attack over the 
Lower Manych towards Rostov with four corps he had concentrated for this purpose. His 
tanks reached the Rostov airfield. Though 16 Panzer Division, which Fourth Panzer Army had 
thrown over to this northern wing, had been delaying the enemy's progress between the Don 
and Manych by repeated thrusts into his flank from the southern bank of the latter, it had 
naturally been unable to halt all four corps on its own. 

By simultaneously attacking the army's 57 Panzer Corps, which was now gradually falling 
back on Rostov from the Middle Manych, the enemy endeavoured to detain Fourth Panzer 
Army's main forces forward of Rostov until he had possession of the Rostov crossing in their 


Furthermore, the enemy was hitting hard at the front of Army Detachment Hollidt. Here, too, 

he obviously aimed to pin down our forces until he had encircled them by the capture of 
Rostov and an envelopment movement across the Middle Donetz. By launching these attacks 
against General Mieth's Corps in the angle between the Don and Donetz as well as on either 
side of Kamensk, he was presumably also trying to prevent the release of any forces from this 
front which could be thrown against him on the Middle Donetz. 

Once again the Army Group's problem was which threat to tackle first. Two armoured 
divisions (7 and 1 1 Panzer) were standing by in Army Detachment Hollidt's area to be 
switched to the western wing on the middle Donetz. But however great the danger there might 
become in the long run, the Army Group felt it was even more urgent at this moment to avert 
the threat to Rostov. Everything possible had to be done to get not only Fourth but at least the 
whole of First Panzer Army back through the city. Otherwise there would not be the slightest 
prospect of ever assembling sufficient forces on the Army Group's western wing to counteract 
the danger of the entire southern wing's being surrounded on the sea-coasts. 

For this reason Don Army Group resolved that, in order to prevent the capture of Rostov, the 
two above-named armoured divisions should in the first instance be used to deliver a sharp 
blow at the enemy attacking over the lower Manych in the direction of the city. However, 

because of petrol shortage (all the supply trains at that time were going to the Kuban 
bridgehead by way of Rostov!) and the impossibility of obtaining air support for our attack 
under the prevailing weather conditions, this counterblow took longer to effect than was 
admissible in the existing situation. For time was pressing more and more. Since Sixth Army's 
resistance was now coming to an end, we had to expect to have most of the enemy's 

Stalingrad forces about our ears within two or three weeks. I had already told General Zeitzler 
on 22nd January that I should not be surprised to see them turn up in the Starobyelsk area, i.e. 
in the broad gap between Don Army Group and Army Group B. 

The same day Hitler finally decided that a part, at least, of First Panzer Army should not be 
taken into the Kuban bridgehead, but be brought back through Rostov - that is, into what was 
later to be the decisive battleground. This, though only a compromise solution in our own 
eyes, was nonetheless welcome in the sense of the Army Group's own conception of 


It was, however, of the utmost importance that this withdrawal should be performed at 
maximum speed, so that Fourth Panzer Army, in its turn, could be transferred to the Army 
Group's western wing at the earliest possible moment. The rapidity of First Panzer Army's 
withdrawal through Rostov depended entirely on the ability of Army Group A's other 
components to adapt their speed of movement accordingly. Yet it was clear that even now the 
Army Group was still, unable to increase its speed to the extent the situation demanded. I 
have never been able to elicit a satisfactory reason for this. At all events First Panzer Army 

maintained after coming under my command that had it not been repeatedly halted on 
instructions from above, it could in fact have moved much more smartly from the very start. 
Both Army Group A and O.K.H. disputed this. Whatever the answer, the fact remains that 
Army Group A had so timed the move of its left wing — which was still around Belaya Glina, 
30 miles east of Tikhorets on 23rd January — that it would not reach Tikhorets until 1st 


On 23rd January Don Army Group came into another 'legacy' — this time the southern part of 

Army Group B's front between the Donetz and Starobyelsk. As usual, the liabilities far 
outweighed everything else. They consisted of about 40 extra miles of front and at least three 
enemy corps now on the advance in that sector - one of them armoured and the other 
mechanized. The only asset we acquired - now that the Italians could no longer be counted 
upon-was 19 Panzer Division, at that moment located around Starobyelsk. The very next day, 
however, it was forced to yield Starobyelsk to the enemy. It was an exceptional achievement 
on the part of this valiant division, so outstandingly led by Lieutenant-General Postel, that it 
was ever able to fight a way through to the west at all. The enemy's action in swinging south 
across the Donetz was something it could not prevent. 

On 24th January Hitler decided that if possible the whole of First Panzer Army should be 
withdrawn through Rostov from now on. Since its southern wing was still at Armavir, this 
naturally meant tying down Fourth Panzer Army south of the Don even longer in order to 
keep Rostov open. Whether the army could still be thrown over to the western wing of the 
Army Group in time thus became increasingly doubtful. 

There were, nonetheless, two gratifying facts to record. 

Army Group A, which had been understandably reluctant to see one of its armies disappear 
across the Don, had realized after all that its own fate, too, would be decided on the Donetz 
and not in the Kuban. Besides, it was becoming more and more unlikely that a force of any 
strength in the Kuban could be supplied across the Straits of Kerch. Henceforth Army Group 
A, as well, came out in favour of withdrawing the largest possible number of forces through 


The second fact was that on 25th January the above-mentioned attack of two of our armoured 
divisions on the enemy advancing across the Lower Manych finally produced the success we 
had hoped for. With that, the immediate threat to the Rostov crossings was eliminated for the 

time being. 

Instead, the situation on Fourth Panzer Army's southern wing took another critical turn. 
Bringing up fresh forces which appeared to have been drawn from the Soviet armies pressing 

after Army Group A, the enemy attempted to get between Fourth Panzer Army and the 
northern wing of First Panzer Army in order to envelop the former from the south and force 
the latter away from Rostov. Don Army Group accordingly presented Army Group A with a 
final demand that it should join in this battle with an armoured division and also step up First 
Panzer Army's withdrawal on Rostov with every means at its disposal. 

At last, on 27th January, at least the northern half of First Panzer Army came under command 
of Don Army Group, with the result that the latter was now itself able to order the measures to 

which I have just referred. 

At the same time, since Fourth Panzer Army still had to keep the Rostov crossing open for the 
time being, Don Army Group decided that H.Q. First Panzer Army, which could be released 
sooner south of the Don, should be the first to move over to the Middle Donetz. It was to be 

followed there by its divisions as they were fed through Rostov, as well as by forces of Fourth 

Panzer Army as they became available. 

By 3 1st January things had reached a point where First Panzer Army could be expected to 
come back through Rostov - though whether it would arrive at the Donetz in time to stop the 
enemy breaking across the river to the sea-coast was quite another matter. The unfortunate 
thing was that even now not all of the army's formations could be got to the decisive 
battleground. Thanks to Hitler's hesitation in deciding whether to bring the army back towards 

Rostov or to move it into the Kuban, 50 Division (one of the well-tried formations of the 
former Crimean Army) had not been in time to join in the move to Rostov and had gone over 
to Seventeenth Army. Furthermore, after days of indecision, Hitler at the last moment re- 
allocated 13 Panzer Division to Army Group A for use in the Kuban after we had striven to 
the last to preserve a gap through which to slip it to Rostov. Thus both these divisions were 
withheld from the crucial battleground while some 400,000 men lay virtually paralysed in the 
Kuban. Admittedly the latter served to tie down the powerful enemy forces who were vainly 
striving to do away with the bridgehead. But they never achieved the operational effect which 
Hitler sought, and ultimately the enemy was left free to decide what size of force he should 
leave there. Not even Hitler's argument that a large force must be kept in the Kuban in order 
to deny the enemy the naval port of Novorossisk held any water. He still had to give it up in 

the end. 

On 29th January our headquarters moved from Taganrog, where it had gone on the 12th, to 
Stalino, as the Army Group's main point of effort now had to shift from the Don to the 


During the battles in and south of the large bend of the Don, the aim of which had been to 
cover the withdrawal of Army Group A from the Caucasus, but in which the larger issue was 

whether the German southern wing could be preserved at all, a fresh problem was already 
emerging. The question was whether this southern wing would be able to maintain the Donetz 


This area, which lies between the Sea of Azov, the Don estuary and the Lower and Middle 
Donetz and is roughly bounded in the west by the line Mariupol-Krasnoarmeiskoye-Isyum, 

had played a fundamental part in Hitler's operational calculations as far back as 1941, for he 
considered possession of it to be of vital importance to the outcome of the war. On the one 

hand he contended that we should not get through the war economically without its vast coal 

deposits, while on the other he considered that the loss of these had dealt a telling blow to the 
Soviet war effort. Donetz coal, he declared, was the only kind the Russians had (at least in 

European Russia) that was suitable for coking, and sooner or later the lack of it must paralyse 
their tank and munitions production. While I do not propose to discuss the pros and cons of 
these assertions, the fact remains that the Russians managed to produce thousands of tanks 
and millions of shells in the years 1942-3 without recourse to this Donetz coal. 

The real question was whether we could remain the military masters of the Donetz basin or 

not. From the point of view of our war economy it was unquestionably desirable that we 
should retain it - with the one qualification that while we extracted substantial quantities of 
Donetz coal for our own use, all the bunker coal for the railway supplying this vast territory 
had to be brought out from Germany because Donetz coal did not suit our locomotives. As the 
Reichsbahn had to run several coal-trains a day to cover its own requirements, the proportion 

of troop trains fell off accordingly. 

Be that as it may, Hitler maintained that the German war economy could not possibly do 
without the Donetz basin. (A year later he said exactly the same thing about the manganese 
output of Nikopol.) And yet our possession of the area was in doubt from the moment the 
Hungarian front collapsed south of Voronezh, throwing open the enemy's road to the Donetz 
and across it to the Dnieper crossings or the Sea of Azov. 

The first time the question of our fighting to hold the Donetz basin came up was in a 
telephone conversation I had with General Zeitzler on 19th January. He wanted to hear my 
views on the subject, having 'broached' it to Hitler - albeit without success - the day before. 

This was the day on which the danger appeared of a breach in the whole front from 
Voroshilovgrad to Voronezh. I told Zeitzler that however important this area might be, even 
from the economic point of view, the question was relatively simple to answer. If it were to be 
retained in its entirety, strong forces must be assembled with a minimum delay and as far east 
as was feasible - forward of Kharkov, if possible. Should we be unable to do this because it 
was thought that Central and Northern Army Groups could not spare any more forces, 
because the new drafts at home were not ready, because O.K.W. would not release any forces 
from other fronts or, finally, because such a sudden deployment would be too much for the 
railways in their present state, we should simply have to accept the consequences. The 
southern wing of the German Armies could not close the gap with its own forces if it 

remained on the Lower Don. 

Nor could it go on fighting there in isolation if the expected reinforcements took a long time 
to arrive and deployed far to the rear - i.e. out of all relation to the operations of the southern 

wing. The battle being fought by the southern wing and the deployment of the new forces 
must be so attuned to one another in a spatial sense as to become operationally coherent. 
Either the new forces must be made to deploy swiftly and relatively far to the east, in which 

case it would be possible for the Army Group to remain on the Lower Don and Donetz, or 
else they could not, and the Army Group would have to be pulled back to join them. If one of 
these two courses were not taken, the enemy would have an opportunity to cut off the whole 

southern wing before any reinforcements could make their presence felt. General Zeitzler 

agreed with me. 

It was certain in any case that the SS Panzer Corps due to assemble around Kharkov by the 
middle of February would not have the necessary strength to close the gap now being torn 
open from Voroshilovgrad to Voronezh. Nor could it be made operational in time to launch an 
offensive thrust north of the Donetz for the purpose of freeing the flank of the southern wing 
in the event of its remaining on the Lower Don and Donetz. 

The next few days served to increase the Army Group's alarm at the trend of events in its deep 


As early as 20th January we had noticed two enemy corps trying to outflank the Army 
Group's left wing (the Fretter-Pico Group at Kamensk) by a movement in the direction of 
Voroshilovgrad. At the same time the enemy was feeling his way forward against the Italian 
remnants behind the Donetz east of Voroshilovgrad. Otherwise his main forces apparently 
aimed to drive west on Starobyelsk in the first instance, obviously with the object of gaining 
some initial elbow-room. As soon as the enemy had attained these aims, however, it could be 
assumed that he would not only strive to envelop the Fretter-Pico Group, but also, by 
throwing strong forces further round to the west, to advance over the Donetz towards the 
Dnieper crossings or the coast of the Sea of Azov. 

Only four days later, on 24th January, there were already reports of enemy cavalry south of 
the Donetz in the region of Voroshilovgrad - though it was always possible that a false alarm 
had been sounded by some jumpy town major in a rear area. 

On 31st January I sent O.K.H. a teleprinter message re-stating my views on the problem of 

holding the Donetz basin. 

The prior condition for retaining it, I said, was that a timely attempt be made from the 
direction of Kharkov to relieve the pressure on us and that the enemy in the area north-east of 
the city be beaten before the muddy season set in. If, as unfortunately seemed to be the case, 
neither of these should prove practicable, there would be no possibility of holding the basin - 
at least not to its full extent in the east. Any attempt to remain on the Lower Don and Donetz 
would thus be a mistake from the operational point of view. 

A second factor which must not be overlooked, I went on, was that our present forces would 
not alone suffice to hold the whole Donetz area if- as seemed certain - the enemy were to 
bring up further reinforcements from the Caucasus and Stalingrad. It was just not good 
enough to pin one's hopes on the enemy's becoming exhausted (great though his losses might 

well have been in attacks on German troops) or on his operations being brought to a 
premature halt by difficulties of supply. (These were the arguments which Hitler constantly 
produced to General Zeitzler whenever the latter drew his attention, on the strength of the 
basically accurate intelligence reports he received from us, to the tremendous numerical 
superiority of the enemy. Un- doubtedly there was some justification for what Hitler said. Yet 
it had to be borne in mind that the enemy's attacks on allied armies had cost him very little 
and that he was far less dependent on supply and transport than we Germans were in enemy 
territory.) The very next few days confirmed the Army Group's appreciation of the enemy's 
intentions. It became clear that he was out to crush our front on the Donetz and 
simultaneously to outflank us to the west. 

On 2nd February he crossed the Donetz east of Voroshilovgrad without encountering any 
serious opposition from the Italians there. The assault group he had assembled consisted of 
three tank corps, one mechanised and one rifle corps - obviously part of the forces which had 
previously over-run the Italians on the Don. The objectives of this grouping could be taken to 

be Rostov or Taganrog. 

After ejecting 19 Panzer Division from Starobyelsk, the enemy had swung another strong 
force of three or four tank corps and a rifle corps south-west against the line Slavyansk — 
Lisichansk. It was plain that he planned a movement to outflank our wing further west. This - 
if one ignored the residue of Italians - he could expect to find around or even east of 


Except for the measures the Army Group was able to take in its own sphere of command with 

the ultimate object of flinging First Panzer Army over to the Middle Donetz, therefore, the 
period following the end of January was taken up with wrangles between the Army Group and 
O.K.H. on how to proceed with the operations as a whole. 

As has been stated, I had already emphasized to General Zeitzler on 19th January that the 
whole of the Donetz basin could only be held on condition that strong forces intervened 
swiftly and effectively from the Kharkov direction. As no prospect of this existed, I asked for 

permission to reduce the echeloning of our eastern wing at least far enough to release the 
forces which the Army Group would need if it were to prevent the amputation of the southern 
wing with its own resources and the reinforcements it had been promised. 

We had already dispatched First Panzer Army to the Middle Donetz to counteract the threat of 

envelopment that had now become acute there. 

What had to be done now was to get Fourth Panzer Army, too, out of the 'balcony' on the 

Lower Don and Donetz. This was the only timely way to meet the danger of an enemy 
attempt to cut us off from the Dnieper crossings by advancing across the Isyum-Slavyansk 
line. Further up the Don, moreover, the enemy must always be expected to bring even more 
troops over the river towards the Lower Dnieper than had already been reported at Slavyansk. 

Apart from 1 Division of the SS Panzer Corps, which had meanwhile arrived at Kharkov, 
there were nothing but battered remnants to oppose him anywhere in the area of Army Group 
B. These alone could not prevent him from wheeling into our deep flank. But Fourth Panzer 
Army could only be released if a considerable reduction were made in the length of the Army 
Group front. Instead of continuing to hold the extensive arc formed by the Lower Don and the 
Donetz from Rostov as far as the region west of Voroshilovgrad, the right wing of the Army 
Group must be taken back, as it were, on to the string of the bow. This 'string' was the system 
of defences which the German southern wing had held in 1941 after the first withdrawal from 

Rostov - a line running behind the Mius and continuing northwards as far as the Middle 
Donetz. Taking the front back into this position naturally meant abandoning the eastern part 

of the Donetz coalfields. 

In order to justify this withdrawal, I made an attempt to bring home my conception of the 
long-term conduct of military operations to the Supreme Command. The following is roughly 
how I expressed it in a teleprinter message addressed for Hitler's personal attention : 

To hold the Don-Donetz salient for any length of time was not possible, even in a purely 
defensive context, with the forces at the Army Group's disposal. In the event of the Supreme 

Command's having to remain on the defensive in 1943 on account of the loss of Sixth Army 

and its twenty divisions, an all-out attempt to defend the entire Donetz basin would mean 
committing all the forces there that could possibly be made available. That, however, would 
give the enemy a free hand to take the offensive with far superior forces at any point he cared 

to pick on the remainder of the front. While the present danger was that Don Army Group 
would be bottled up on the Sea of Azov (and Army Group A consequently lost in the Kuban), 
we could safely assume that even if this could be avoided and the whole Donetz area held, the 
enemy's later aim would be to encircle the whole southern wing of the Eastern Front on the 

Black Sea. 

If, on the other hand, the Supreme Command felt able to seek a solution by renewed offensive 
action in 1943, it could again only do so on the southern wing - but on no account from out of 
the Don-Donetz salient because of the now familiar supply difficulties and the flanking threat 
to which any attack from this 'balcony' projection would be exposed from the outset. The only 
means of achieving an offensive solution - always assuming that this were in the least 
feasible — consisted in the first place in drawing the enemy westwards towards the Lower 
Dnieper on our southern wing. Having once achieved this, we had to launch a powerful attack 
from the Kharkov area and smash the Russian front connecting there in order to turn south 

and surround the enemy on the Sea of Azov. 

Hitler, however, was apparently unwilling to entertain any ideas of this kind. He had already 
been told by Zeitzler himself- so the latter informed me - that the only question now was 
whether to abandon the Donetz area by itself or to lose Don Army Group along with it. 

Hitler's answer had been that although his Chief-of-Staff was probably right from the 
operational point of view, the surrender of the Donetz area was impossible for economic 
reasons — not so much because of any loss of coal to ourselves as because a German 
withdrawal would put the enemy back in possession of the supplies so vital to his own steel 
production. As an interim solution, Hitler had directed that the SS 'Reich' Division, the first of 
the SS Panzer Corps' formations to have reached Kharkov, should launch a thrust from that 
area into the rear of the enemy forces advancing against our Donetz front. 

Quite apart from the fact that this solitary division could never suffice for such a far-ranging 
operation (it would have had to over-run six enemy divisions for a start) and that there would 

be nothing available to cover its ever-lengthening northern flank, its commitment to battle 
would have meant splitting up the only striking force - the SS Panzer Corps - which could be 

expected to join us in the foreseeable future. If it came to that, the 'Reich' Division was no 
longer free for such an operation, Army Group B having already had to throw it in to meet the 
rapid advance of the Soviets towards Kharkov. At that very hour it was tied up in a pretty 
unpromising defensive action at Volchansk, north-east of the city. 

During the next couple of days (4th and 5th February) the situation on Don Army Group's 
front deteriorated visibly, the enemy bringing sharp pressure to bear on Fourth Panzer Army 

as it covered the flow of First Panzer Army through Rostov. Two armies from his former 
Caucasus front, Forty-Fourth and Fifty-Eighth, had now joined the three already facing Fourth 
Panzer Army - a sure sign that the 'threat' which Army Group A's Seventeenth Army in the 
Kuban was supposed to constitute in the flank of the Russians had not deterred them from 
transferring substantial forces to the decisive battleground. Before long Don Army Group 
would have to expect a massed attack on both Rostov itself and the Don front each side of 


In addition, a strong motorized force was found to be moving from Stalingrad towards the 


On the Army Group's left wing, too, the situation was becoming increasingly grave. East of 
Voroshilovgrad, 6 Panzer Division, which Army Detachment Hollidt had rushed up to the 
Middle Donetz in pursuance of the Army Group order of 14th January, had not succeeded in 
flinging the enemy back across the river. All it could do for the time being was to bottle him 

up in the bridgehead he had gained there. 

Further west, the enemy had been able to cross the Donetz on a broad front, there being 
practically no forces whatever to defend it. He was now outside Slavyansk and had taken 


Even now, therefore, it appeared doubtful whether the withdrawal of Army Detachment 
Hollidt into the Mius positions would still be at all feasible. The Army Group had intended to 
have it on the Novocherkask-Kamensk line by 5th January, but in fact it had been tied down 
on the Don and Donetz through Hitler's refusal to let us take the front back to the Mius. If the 
enemy were to push swiftly south-eastwards from Slavyansk, he would unhinge the Mius 

defences from the start. 

Even though H.Q. First Panzer Army and the forces we had allocated to it were by this time 
on the road from Rostov to the Middle Donetz, it would inevitably be several days yet before 

the army could take an effective hand there. What made things worse was that the saturated 
roads in the coastal area greatly hampered the progress of the armoured divisions, whereas the 
ground further north was still frozen solid and in no way affected the Russians' mobility. 

In view of these ominous developments, the Army Group not only renewed its call for an 
immediate withdrawal of its right wing to the Mius, but also presented O.K.H. with a series of 
specific demands which were intended to underline the perilousness of the situation. It called 

for the concentration of 7 AA Division, which was engaged on anti-aircraft defence in the 
communications zone, to provide both air and ground protection for the supply route running 
through Dnepropetrovsk. It called for the immediate preparation of an airlift in case the 
enemy were to cut its rear communications. 

It called for a ruthless increase in the transport capacity of the railway at the expense of 
supplies to Army Group B, which had hardly any more troops to feed anyway. 

It demanded that unless the promised attack by the SS 'Reich' Division had achieved complete 
success — which must mean reaching Kupyansk - by 6th February, the SS Panzer Corps 
should attack south of the Donetz towards Isyum as soon as the increase in troop-trains 

enabled it to assemble around Kharkov. 

Finally, the Army Group called for the immediate transfer of the combat troops of 13 Panzer 
Division and two infantry divisions of Seventeenth Army to the Lower Dnieper, where they 
would be furnished with new weapons and take over the B-echelon transport and supply 

columns of Sixth Army located there. 

Even if Hitler shut his eyes to our more long-term view of operations, these demands would in 
any case bring the urgency of the position home to him. 

And sure enough, as a result of this teleprinter message, a Condor aircraft touched down on 
our airstrip on 6th February to fetch me to General Headquarters for an interview with Hitler. 
His decision to give me a personal hearing may have been partially due to a visit paid to us at 
the end of January by his senior military assistant, Schmundt, to whom we had expressed our 

views very forcibly on the present situation and the way in which things were being handled 

at the top. 

The conference of 6th February 1943 between Hitler and myself made it possible to forestall 
the disaster threatening to overtake the German southern wing and to give the Supreme 
Command one more chance at least to obtain a stalemate in the east. 

Hitler opened the talks - as I have already reported in the chapter on Stalingrad - with an 
unqualified admission of his exclusive responsibility for the fate of Sixth Army, which had 
met its tragic end a few days previously. At the time I had the impression that he was deeply 

affected by this tragedy, not just because it amounted to a blatant failure of his own 
leadership, but also because he was deeply depressed in a purely personal sense by the fate of 
the soldiers who, out of faith in him, had fought to the last with such courage and devotion to 


Yet later on I came to doubt whether Hitler had any place whatever in his heart for the 
soldiers who put such boundless trust in him and remained true to him till the end. By then I 
wondered if he did not regard all of them - from field-marshal down to private soldier - as 

mere tools of his war aims. 

Be that as it may, this gesture of Hitler's in assuming immediate and unqualified responsibility 
for Stalingrad struck a chivalrous note. Whether deliberately or unconsciously, he had thus 
shown considerable psychological skill in the way he opened our discussion. He always did 
have a masterly knack of adapting his manner to his interlocutor. 

For my own part, I had made up my mind to discuss two questions with him. 

The first was that of the future conduct of operations in my own area, which depended on 
getting Hitler's consent to the abandonment of the eastern part of the Donetz basin. It was 
essential to elicit this from him that very day. 

The second question I wished to bring up was that of the Supreme Command - i.e. the form in 

which it had been exercised by Hitler ever since the dismissal of Field-Marshal v. 
Brauchitsch. The outcome of this style of leadership - Stalingrad - gave me adequate reason 

for raising it. 

To dispose of the second question first, let me say quite briefly that no satisfactory conclusion 
was reached. Realizing that a dictator like Hitler would never bring himself to resign as 
Commander-in-Chief, I tried to get him to accept a solution which would not damage his 
prestige and yet guarantee a salutary military leadership for the future. I asked him to ensure 
the uniformity of this leadership by appointing one Chief-of-Staff whom he must trust 
implicitly and at the same time vest with the appropriate responsibility and authority. 

But Hitler was clearly not willing to treat the matter impartially. He kept resorting to the 
personal aspects of the case, complaining of the disappointments he had suffered with v. 
Blomberg the War Minister and even with v. Brauchitsch. He quite bluntly declared, 

moreover, that he could not possibly put anyone in a position that would virtually set him 
above Goring, who would never subordinate himself to the guidance of a Chief-of-Staff even 
if the latter were acting in Hitler's name. Whether Hitler was really reluctant to offend Goring 

or merely used this as a pretext, I cannot say. 

This brings us back to the first question, that of the future of operations in the area of Don 

Army Group. 

I began by giving Hitler a picture of the Army Group's present situation and went on to list the 
conclusions to be drawn from it. I pointed out that our forces would on no account suffice to 
hold the area of the Don and Donetz. However highly Hitler cared to rate its value to either 

side, the only real question was whether, in trying to hang on to the whole of the Donetz 
basin, we wanted to lose the latter plus Don Army Group (and in due course Army Group A 
as well) or whether, by abandoning part of it at the right moment, we could avert the 
catastrophe that threatened to overtake us. 

Passing on from these manifest aspects of the present situation, I endeavoured to make Hitler 

see what would inevitably happen later if we persisted in remaining in the Don-Donetz 
'balcony'. The enemy would be free, now that Army Group B was almost completely out of 
action, to turn the strong forces advancing through the latter's area down towards the Lower 
Dnieper or the coast and thus to cut off the entire southern wing. What happened down on this 
southern wing, I emphasized, would decide the outcome of the whole war in the east. It was 
certain that the enemy would continue to draw on his still strong reserves (particularly from 
around Stalingrad) to ensure that his struggle to slice off the German armies' southern wing 
fully achieved its object. For this reason no counter-thrust by the SS Panzer Corps could be 
considered adequate to intercept the wide outflanking movement which the enemy would 
make. He would be quite powerful enough to carry out this envelopment and screen it off to 
the west around Kharkov simultaneously. Even the sum total of possible German 
reinforcements would still not be enough to stop this enemy thrust. It was absolutely essential, 

therefore, that First Panzer Army, now on its way to the Middle Donetz, should be 
immediately followed by Fourth Panzer Army to intercept the still not acute, but nonetheless 
inevitable threat of an enemy envelopment between the Donetz and Dnieper. Only then would 
it be possible, in co-operation with the approaching reinforcements, to restore the situation on 
the German southern wing of the Eastern Front - i.e. the entire stretch of front from the coast 
of the Sea of Azov to the right wing of Central Army Group. Unless Fourth Panzer Army 
were pulled back from the Lower Don, this would not be possible. Yet to take it away from 
there automatically implied withdrawing from the Don-Donetz salient into the Mius positions 
along its base. There was not a day to lose over this. 

Indeed, it was already doubtful - thanks to the delay in taking a decision - whether Army 
Detachment Hollidt, now saddled with the defence of the whole front from the coastline to the 
Middle Donetz, would ever get back to the Mius in time. Consequently I had to receive 
permission that very day to give up the eastern part of the Donetz area as far as the Mius. 

This statement of mine - to which, incidentally, Hitler listened with the utmost composure — 
was followed by a dispute on the Donetz basin issue lasting several hours. Even during the 
second part of our talks, when I discussed the whole problem of leadership with him in 

private, Hitler kept coming back to it. 

As was to be my experience on similar occasions, he avoided any real discussion of what I 
had to say on operational matters. He did not even try to propound a better plan of his own or 
to refute the assumptions on which I had based my arguments. Nor did he dispute that the 
situation would develop in the way I felt bound to anticipate. He treated every statement not 
bearing directly on the most pressing needs of the moment as sheer hypothesis which might or 
might not become reality. Now, all considerations of an operational nature are ultimately 
based — especially when one has lost the initiative to the enemy — on appreciations or 
hypotheses regarding the course of action which the enemy may be expected to take. While 
no one can prove beforehand that a situation will develop in such-and-such a way, the only 
successful military commander is the one who can think ahead. He must be able to see 
through the veil in which the enemy's future actions are always wrapped, at least to the extent 

of correctly judging the possibilities open to both the enemy and himself. The greater one's 
sphere of command, of course, the further ahead one must think. And the greater the distances 
to be covered and the formations to be moved, the longer is the interval that must elapse 
before the decision one has taken can produce tangible results. This long-term thinking was 
not to Hitler's taste, however - at least not in the operational field. Possibly he disliked the 
prospect of being confronted with conclusions which did not conform to his wishes. Since 
these could not be refuted, he avoided becoming involved in them wherever possible. 

And so this time, too, he mainly drew his arguments from other fields. He began by dwelling 
on his understandable aversion to any voluntary surrender of hard- won territory so long as it 
could not be proved - as he thought - that no alternative method existed. It was a viewpoint 
which every soldier will appreciate. In my own case, particularly, it went right against the 
grain on this and so many later occasions to have to goad Hitler into giving territory up. I 
should have much preferred to be able to submit plans for successful offensives instead of for 
the now inevitable withdrawals. But it is a well-known maxim of war that whoever tries to 
hold on to everything at once, finishes up by holding nothing at all. 

Another argument which Hitler kept advancing was that any shortening of the front such as I 

had proposed for the purpose of making additional forces available would release an 
equivalent proportion of enemy forces which could then be thrown into the scale at a crucial 
spot. This, in itself, was also quite a tenable argument. The constantly decisive factor in any 
such shift of forces, however, is which of the two opponents gains the lead - in other words, 
which of them is offered the opportunity, by his own timely action, to seize the initiative at 
the crucial spot and thereafter to dictate his own terms to the more slow-moving enemy, even 
when the latter is collectively the stronger. In the case of any attempt to hold the Don-Donetz 
salient, moreover, the excessive length of the fronts virtually cancelled out the superiority in 
strength usually enjoyed by a defender over his attacker. In conditions of this kind the attacker 
has a chance to pierce the over-extended front at a spot of his own choosing, using relatively 
small forces and suffering no great losses. Since the defence lacks reserves, he is able to 

demolish the whole structure. 

Hitler also argued that if one fought bitterly for every foot of ground and made the enemy pay 
dearly for every step he advanced, even the Soviet armies' offensive power must one day be 
exhausted. The enemy had now been attacking for two and a half months without a break. His 
losses were high and he must soon be at the end of his tether. As he drew further away from 
his starting lines, moreover, his supply difficulties would halt any far-flung outflanking 

movement he might be planning. 

There was certainly a great deal of truth in all that Hitler said. Undoubtedly the enemy had 
had very big losses, at least when attacking sectors held by the Germans, and these would 
have made large inroads on his offensive power. Yet he had had correspondingly easy 
successes in sectors where there was not the stubborn resistance of German troops to contend 
with. It was also true that the losses of the Soviet troops - the infantry first and foremost - had 
greatly lowered their quality, otherwise we could not have held our own against such odds. 
But however much the enemy divisions' losses might reduce their combat efficiency, there 
were always new ones to take their place. As for Soviet supply difficulties, these could indeed 
be expected to increase the further the enemy's operations took him. But in this age of motor 
transport the distances from the armies' railheads to the Sea of Azov or the Lower Dnieper 
were not big enough to frustrate the impending Soviet drive to lop off the German southern 


During World War I it had still been accepted that no army could normally put more than 95 
miles between itself and its railhead. That this figure no longer held good in World War II had 
been adequately proved by our own operations in both east and west. In addition, the Russians 
were masters at the rapid reconstruction of railways, which presented relatively few 
engineering problems on those vast expanses of plain. In any case, it was entirely wrong to 
base our own measures on the vague hope that the enemy would soon reach the limit of his 
strength or mobility. When all was said and done, our own divisions, long overtaxed and 
severely bled, were themselves not far from exhaustion. In this respect I must emphasize that 
Hitler was fully aware of the condition and casualties of our own troops. What he did not care 

to admit was that the newly established divisions initially had to pay far too high a toll in 
blood on account of their lack of combat experience. On the other hand, he did agree that the 
Luftwaffe field divisions had proved a fiasco, and even confessed that they had been brought 
into existence as a concession to Goring's thirst for prestige. 

All Hitler actually had to say about the operational position was to express the belief that the 
SS Panzer Corps would be able to remove the acute threat to the Middle Donetz front by a 
south-easterly thrust from the Kharkov region in the direction of Isyum. His one reservation 

was that by the time the corps' second division, the 'Leibstandarte', arrived, the 'Reich' 
Division should have dealt with the enemy at Volchansk. (A third division could not come 
until later.) His faith in the penetrating power of this newly established SS Panzer Corps was 
apparently unbounded. Otherwise, however, his statements showed that he still did not, or 
would not, realize the dangers of the less immediate future, especially when the enemy's 
Stalingrad formations appeared on the new battlefield. 

But the most decisive argument repeatedly put forward by Hitler was the present 
impossibility, as he saw it, of giving up the Donetz area. He feared the repercussions on 
Turkey, for one thing. Most of all, he stressed the importance of the Donetz coal to our own 

war economy and the effect on the enemy of continuing to be deprived of it. Only by 
regaining this coal, he said, would the Russians be able to maintain their steel production and 

thereby keep up their output of tanks, guns and ammunition. When reminded that they had 
turned out plenty of tanks and ammunition to date despite having lost the Donetz basin, Hitler 
replied that they were simply living off their existing stocks of steel. If they did not get the 
coalfields back, he insisted, they could not keep up their previous production, which in turn 
would prevent them from mounting any more big offensives. Now no one would deny that the 
enemy must be having production trouble in consequence of the loss of the coking coal and 
the steel and other plant of the Donetz basin. One proof, in my own opinion, was the fact that 
he had so far not succeeded in replacing the mass of the artillery he had lost in 1941. It was 

this which had enabled us to defend the patchwork Chir front earlier on. That winter he did in 
fact have enough guns to commit an overwhelming concentration of them on limited sectors 
of front - as, for example, during the three successive breakthroughs on the Don - but he 
obviously still had not enough to equip all his divisions with fully mobile artillery. This 
discussion on the economic importance of the Donetz area, by the way, gave Hitler an 
opportunity to display his quite astonishing knowledge of production figures and weapon 


In this conflict of views on the advisability or otherwise of trying to hold on to the Donetz 
basin, I was ultimately left with only one trump card in my hand. Shortly before my flight to 

Lotzen we had had a visit at my headquarters from Paul Pleiger, President of the 
Reichsvereinigung Kohle, the German coal cartel. When questioned on the real importance of 
the Donetz area to the German and Russian war economies, he had assured me that the mines 

around Shakhty - i.e. in that part of the basin which lay east of the Mius - were in no way 
vital, as the coal there was unsuitable for coking or locomotive combustion. This disposed of 
Hitler's objections from the standpoint of economic warfare! 

But anyone who supposes that he would now admit his defeat is underestimating the man's 
pertinacity. As a means at least of delaying the evacuation of the Don-Donetz salient, he 
finally resorted to the weather. As luck would have it, an unusually early thaw had set in 
during the last few days. The road across the ice of Taganrog Bay could no longer be used 
with complete safety, and although the Don and Donetz were still frozen over, it was always 
possible that the ice would soon start breaking up if the milder weather continued. 

Hitler now used all the eloquence at his command to persuade me that in only a few days' 
time the broad valley of the Don might well be an impassable obstacle over which the enemy 
could not possibly attack before summer. Conversely, our own Fourth Panzer Army would get 
bogged down in the mud if it moved west. The least I could do in the circumstances, he said, 

was to wait for a short while longer. 

When I still would not budge and refused to stake the fate of my Army Group on the hope of 
a quite unseasonable change of weather, Hitler finally agreed to the withdrawal of the Army 
Group's eastern front to the Mius. If one included the discussion on the command problem, 
we had been in conference for four whole hours. 

The extent of Hitler's perseverance is shown by a small thing which happened just after I had 
taken leave of him. Having given what amounted to final approval of my operational 
intentions, he called me back again as I was about to leave his room. He said that while he 
naturally had no wish to alter a decision once it had been agreed upon, he would still urge me 
to consider just once more whether I could not wait for at least a little longer. A thaw in the 
Don basin might even yet enable us to remain in the Don-Donetz salient. I still stood firm, 
however. All I would promise him was not to issue the withdrawal order until I reached my 
headquarters at noon next day, provided the situation report sent up that evening did not 

necessitate immediate action. 

I have given all this space to my interview with Hitler not only on account of the decisive 
effect it had on the outcome of the campaign that winter, but also because I find it in many 
respects typical of his attitude and of the difficulty of getting him to accept anything which 

did not conform to his own wishes. 


It would be wrong to suppose, just because we had succeeded, after a long tussle, in obtaining 
Hitler's agreement to the evacuation of the east of the Donetz basin - which in turn enabled us 
to throw Fourth Panzer Army over to our western wing - that the menace to the German 
southern wing as a whole was already eliminated. The process of 'leap-frogging' Fourth 
Panzer Army from east to west was bound to take about two weeks, in view of the distance 
involved and the state of the roads. Furthermore, it was by no means certain whether Army 
Detachment Hollidt would reach the Mius positions safely, considering that the enemy in its 
deep flank around Voroshilovgrad was already south of the Donetz. It was still uncertain, 
moreover, whether First Panzer Army could hold, or restore to any reasonable extent, the 
front on the Middle Donetz. Above all, the situation in the area of Army Group B - i.e. in the 
region of Kharkov - was shaping so ominously that all sorts of opportunities were opening up 
to the enemy. Not only could he drive through to the Dnieper crossings at Dnepropetrovsk 
and Zaporozhye and cut off Don Army Group's communications there; it was even possible 
for him to cross the river further upstream and block it from the west. Besides shifting Fourth 
Panzer Army over to the western wing of the Army Group, therefore, it would be necessary to 
form a new grouping of forces to replace Army Group B's allied armies, which had by now 

gone almost completely to pieces. 

At noon on yth February I arrived back at my headquarters at Staline. The situation on the 
Don had been aggravated by the capture of Bataisk, a suburb of Rostov on the south bank of 

the river. Immediately upon my return the Army Group gave orders to fall back behind the 
Don and begun moving H.Q. Fourth Panzer Army, together with whatever divisions it could 
make available, over to the western wing. Army Detachment Hollidt received instructions to 
retire to the line Novocherkask — Kamensk in the first instance. 

On 8th February further emergencies arose at Rostov and Voroshilovgrad, where the enemy 
broke out of the bridgehead he had gained earlier on. The position of First Panzer Army, now 
involved in the fighting on the Middle Donetz, was just as critical inasmuch as the success we 
had hoped it would score against the enemy advancing across the stretch of river between 
Lisichansk and Slavyansk had so far not materialized. 

Around Kharkov, in the area of Army Group B, a new army detachment was just being 
formed under General Lanz. The SS Panzer Corps, which was still in the process of arriving, 

had been placed under its command. We learnt that the SS 'Reich' Division, which was to 
have smashed the enemy at Volchansk preparatory to thrusting south-east towards Isyum, had 
in fact come nowhere near doing so. On the contrary, it had retired behind the Donetz. In the 
circumstances it was certain that nothing would come of the thrust which Hitler had proposed 
making with the SS Panzer Corps-of which the 'Reich' Division was the only formation so far 
available - to relieve the pressure on our western flank. 

On 9th February the enemy had taken Belgorod and Kursk, in Army Group B's area north of 
Kharkov. He was also advancing west from the Donetz bend around Isyum. In the gap 
between the Dnieper and the right wing of Central Army Group, which only began some 
considerable distance north of Kursk, there was practically nothing but Army Detachment 
Lanz (whose assembly at Kharkov was already imperilled) and Army Group B's badly 

battered Second Army west of Kursk. 

In view of the fact that the enemy could now carry out a wide out-flanking movement across 
the Dnieper upstream from Dnepropetrovsk, it was clear that despite the steps taken to shift 

Fourth Panzer Army to the western wing, Don Army Group would in the long run be unable 
to guarantee the security of its rear communications with its own forces alone. Something 
radical had to be done. I accordingly sent General Zeitzler a teleprinter message calling for 

the deployment within the next fortnight of a new army of at least five or six divisions in the 
area north of Dnepropetrovsk, as well as of another army behind Second Army's front - i.e. 

west of Kursk — for a thrust to the south. To do this, I said, there must be a basic 
improvement in the efficiency of transport, as the slow trickle of divisions which had been 
coming through to date could not possibly help matters in the present situation. 

General Zeitzler did hold out the prospect of really effective assistance from now on. He 
hoped that he could at last release six more divisions from Central and Northern Army Groups 
and get these to us faster than had been the case hitherto. The daily number of trains he 
envisaged was thirty-seven, which meant that we could count on having one of the six 
promised divisions every other day. In view of the breadth of the gap torn in the German 
front, of course, even these forces would be no more than a stop-gap to tide us over the worst 

dangers until the muddy season set in, and whether they would arrive in time depended on 
developments around Kharkov, on which our own Army Group had no influence. In any case, 
the German southern wing remained overshadowed by the mortal danger that either before or 
immediately after the muddy season the enemy would push through to the Sea of Azov or, by 

striking even further west, to the Black Sea. 

While the Army Group's deep flank thus constituted its main source of anxiety, the trend of 
events on its own fronts was also far from encouraging. 

First Panzer Army (commander, General v. Mackensen ; Chief-of-Staff, Colonel Wenck), the 
task of which was to throw the enemy who had crossed the Middle Donetz back across the 
river, had to contend with two superior enemy forces. The first, which had come over the 
Donetz at Voroshilovgrad, was trying to drive in between Army Detachment Hollidt as it fell 
back on the Mius and First Panzer Army as it moved up to the Donetz from the south. The 
other was the force which had crossed the Donetz along the Lisichansk-Slavyansk line and 
was now striving to shift its main effort to its western wing on both sides of the Krivoi Torets. 
First Panzer Army, which was liable to be enveloped from both flanks, had to try to tackle the 
two groups of enemy successively. The Army Group's own view was that it should deliver the 

first punch on its western wing and dispatch the enemy at Slavyansk before turning on the 
force at Voroshilovgrad. Unfortunately the army had initially been compelled to tie up part of 
its forces with the latter group, with the result that it was no longer strong enough to beat the 
enemy at Slavyansk. This, in turn, meant that there could not be enough forces south of 
Voroshilovgrad to block the enemy's thrust to the south-west. 

As is so often the case in times of crisis, the large-scale emergencies were intensified by 
irritations of a localized character. On the basis of a reconnaissance carried out before it 
dispatched 40 Panzer Corps to destroy the enemy force advancing from Slavyansk, First 
Panzer Army had decided that it was impossible for tanks to outflank the enemy over the 
ground west of the Krivoi Torets because the deep fissures criss-crossing this particular 
stretch of country were buried in snow. Consequently 40 Panzer Corps put in its attack more 
or less frontally along and eastwards of the river valley. As the intense cold of the Russian 
winter makes it virtually impossible for troops to remain in the open country at night, most of 
the fighting inevitably took place around the inhabited localities in the Krivoi Torets valley, 

the first main objective being possession of the big factory town of Kramatorskaya. In a battle 
of this kind, however, there was no hope of gaining the quick decision we so urgently needed 
against the enemy force at Slavyansk, and 1 1 Panzer Division, which was leading the attack, 

progressed only with great difficulty. 

While the Army Group's intention of cutting the enemy off from the Donetz by enveloping 
him from the west had thus been rendered nugatory, the latter pushed a strong force of armour 

through the allegedly impassable country west of the Krivoi Torets on the night of 1 1th 
February, penetrating as far as Grishino. Once again it was seen that the western conception 

of impassability had only limited validity where the Russians are concerned - partly, of 
course, because the wider tracks of Soviet armoured vehicles made it considerably easier for 
them to negotiate the mud or deep snow which held up our own tanks. At Grishino the enemy 
was now not only deep in the flank of First Panzer Army but also blocking the Army Group's 

main railway line from Dnepropetrovsk to Krasnoarmeiskoye. Only the railway through 
Zaporozhye remained open, and even in this case efficiency was reduced by the fact that the 
big Dnieper bridge destroyed by the enemy in 1941 was still not open to traffic. As a result all 
goods had to be reloaded, and tank-wagons carrying petrol could not go through to the front. 

While supplies to the battle front, especially petrol, were thus endangered and First Panzer 
Army was faced with the threat of being outflanked from the west, the enemy simultaneously 

tried to turn its flank from the east with the forces which had broken through by way of 
Voroshilovgrad. In particular, one enemy cavalry corps had managed to penetrate as far as the 
important rail junction of Debaltsevo, which lay not only far to the rear of the army's right 
wing but even behind the position due to be occupied by Army Detachment Hollidt on the 
Mius. Although it was possible to surround this corps at Debaltsevo, its destruction proved a 
difficult and lengthy business on account of the tough resistance it put up in the villages. As a 
result 17 Panzer Division, which was urgently required on the army's western wing, remained 

tied down here for the time being. 

On the eastern front, Soviet armoured forces just back from a rest and refit pressed hard 
behind Army Detachment Hollidt as it fell back on the Mius. As a result we were temporarily 

unable to pull out the armoured divisions still with the Army Detachment. (The Army 
Detachment did, nonetheless, succeed in reaching the Mius positions on 17th February and in 

organizing a defence there.) 

On the western wing it had meanwhile proved possible to halt the enemy armour at Grishino 
by throwing in the 'Viking' Division as it arrived from the Don. The latter was unable to 
dispose of the enemy with any speed, however. Apart from having been considerably 
weakened in the recent heavy fighting, it was suffering from an acute shortage of officers. The 
division was composed of SS volunteers from the Baltic and Nordic countries, and its losses 
had been so severe that there were no longer enough officers available with a command of the 
appropriate languages. Naturally enough this had an adverse effect on the fighting efficiency 
of what was intrinsically a useful body of troops. 

In the meantime Fourth Panzer Army was still moving by road and rail from the Lower Don 
to the western wing, its progress being considerably delayed by the bad state of the roads. 
Thus, apart from the fact that the enemy was already in First Panzer Army's deep flank at 
Grishino and able to send in fresh forces to reinforce those temporarily held up there, the 
danger in the yawning gap between the left wing of First Panzer Army and the Kharkov 

region remained as desperate as ever. In this area the enemy had complete freedom of action. 

These critical developments in the Army Group's own area were primarily the result of the 
excessive length of time it had had to leave its forces forward on the Don and Donetz to cover 
the withdrawal of Army Group A. Henceforth our headquarters also watched Army Group B's 

sector with growing alarm. 

The enemy was capable - while ensuring that he was covered in the direction of Kharkov - of 
moving down on Pavlograd with the forces reported to be advancing westwards from Isyum. 
From Pavlograd he could go on to the Dnieper crossings of Dnepropetrovsk and Zaporozhye, 
thereby severing the Army Group's communications across the river. He could, moreover, try 

to over-run Army Detachment Lanz, which was still in the process of assembling. If he 
succeeded, his way across the Dnieper would be open on both sides of Kremenchug, and he 
would subsequently be able to block the approaches to the Crimea and the Dnieper crossing at 
Kherson. The result would be the encirclement of the entire German southern wing. Even if 
the onset of the muddy season, which usually came about the end of March, were to interrupt 
such a far-reaching operation, the enemy could still be expected to continue pursuing this 

objective once it was over. 

In the light of these reflections, I sent O.K.H. a fresh appreciation of the situation on 12th 
February for submission to Hitler. Basing myself on the operational considerations outlined 

above, I laid special emphasis on two points : 

First, the ratio of forces. I pointed out that although the enemy had quite obviously been 
trying for almost three months past to precipitate matters on the Eastern Front by either 
demolishing or isolating our southern wing, the distribution of forces on our own side still 
took not the least account of this fact. Even if one allowed for the large number of divisions 
which had been sent to Don Army Group in recentmonths, the ratio of German to Soviet 
forces here and in Army Group B was still at least 1 : 8, whereas in the case of Central and 
Northern Army Groups it stood at 1 : 4. Now it was quite understandable that O.K.H. should 

hesitate to create new crisis spots by taking forces away from these two Army Groups. 
Furthermore, O.K.H. had probably been quite right when it pointed out, in reply to previous 
representations from me on the subject, that almost the whole of the available replacements of 

troops and weapons were being sent to Don Army Group, as a result of which the fighting 
potential of Central and Northern Army Groups was lower than our own. To all this, however, 

we could retort that the divisions of Don Army Group had been involved in incessant and 
very heavy fighting for months on end, which was not so in the case of the two Army Groups 
in the north. Besides, our divisions were fighting in open country, while Central and Northern 
Army Groups were established in timbered dug-outs. 

The crucial factor, in any case, was that the enemy's decisive effort was directed not against 
the central or northern sectors of the German armies but against their southern wing, and that 
it was inadmissible that we should continue to be left at such a numerical disadvantage. 

It could be taken for granted that even if we succeeded in averting the danger of being cut off 
from the Dnieper crossings, the enemy would still not lose sight of his more far-reaching aim 
of destroying the southern wing by surrounding it on the sea-coast. For this reason there must 
at all costs be a radical improvement in the ratio of forces on the German southern wing, even 
if it involved making concessions on other parts of the front or in other theatres of war. 

In addition to ventilating this fundamental question of the overall distribution of forces, I also 
stated my views to O.K.H. on the subsequent conduct of operations on the German southern 
wing. This will be dealt with in the chapter on Operation Citadel. 

During the night of 12th February the Army Group- which had meanwhile been renamed 
Southern Army Group — moved its headquarters to Zaporozhye with a view to having the 
best possible control of the battle at what would shortly become the decisive spot. 

On the night of 13th February a directive was received from O.K.H. which was obviously the 

sequel to my proposals of 9th February. It ruled, in accordance with these proposals, that a 
new army should deploy on the line Poltava-Dnepropetrovsk and another behind the southern 
wing of Second Army. In the event, however, neither army was ever formed. The one which 
was due to deploy behind Second Army did not arrive at all. While Second Army did receive 

a few reinforcements, they were given to it at the cost of those promised to ourselves. The 
army which was to deploy on the line Poltava — Dnepropetrovsk was Army Detachment Lanz, 
already committed at Kharkov. It was subsequently placed under command of Southern Army 
Group, together with the sector of Army Group B inclusive of Belgorod. Second Army went 
over to Central Army Group, and H.Q.. Army Group B was finally withdrawn from the 

Eastern Front order of battle. 


And so, around the middle of February 1943, the acute crisis in the area of Southern Army 
Group reached a new climax. With it the danger that the entire southern wing of armies would 
be encircled by an extensive flanking movement from the neighbouring sector in the north 
threatened to take shape sooner or later. And yet, paradoxically, it was in this very 
culmination of the crisis that the germs of a counter-stroke lay. 

Initially, however, the picture became gloomier still. 

It was undoubtedly a hazardous step to withdraw Army Group B at this particular moment 
from command at the cleft in the front. Although, apart from Second Army, it now had 
nothing but the battered remains of various units at its disposal, it still constituted an essential 
link in the chain of command on the Eastern Front. Its removal was bound to cause the front 
to burst open at the seam between Central and Southern Army Groups. 

In point of fact, moreover, H.Q.. Southern Army Group could not yet assume command of the 
Kharkov sector now apportioned to it (i.e. that held by Army Detachment Lanz), as no signals 
links had been established. Before we could take over, Kharkov was due to be lost. The fact 

that the take-over could take place as quickly as it did was due to the consistently high 
performance of the Army Group signals regiment and the purposeful way in which our Chief 
Signals Officer, General Miiller, handled our communications. As usual we got liberal 
assistance from my friend General Fellgiebel, the chief of the Corps of Signals. 

But although the removal of H.Q. Army Group B complicated the handling of operations at 
the most delicate spot on the Eastern Front, it still served one useful purpose. By bringing 
Army Detachment Lanz under Southern Army Group, it enabled our headquarters to exercise 
exclusive command at the decisive place and the decisive time. In effect this contributed 
substantially to the final success of the winter campaign of 1942-3. 

Meanwhile the Kharkov area was to become a fresh source of anxiety or the Army Group, 
even if Army Group B - or rather Hitler, by dint of his personal interventions — remained in 

command there for a few days yet. 

Army Detachment Lanz had been ordered by Hitler to hold Kharkov at all costs, which now 
threatened to become a prestige issue like Stalingrad before it. With the object of relieving the 
pressure on Southern Army Group's left flank, moreover, the Army Detachment was to thrust 
in the direction of Losovaya with the SS Panzer Corps as its nucleus. Of the latter's three 
armoured divisions, there were still only two to hand. 

Clearly the Army Detachment could fulfil only one of these two tasks with the forces at its 

command. It could either fight around Kharkov or else lend a hand on the left wing of 
Southern Army Group. I therefore suggested to Hitler that Army Detachment Lanz should 
forgo Kharkov for the time being and try instead to beat the enemy south of the city. By this 
means the danger of the Army Group's being enveloped across the Dnieper on both sides of 

Kremenchug would be temporarily eliminated. On the other hand, it was reasonable to 
suppose that by throwing in Fourth Panzer Army, we could cope on our own with the enemy 
making for the Dnieper crossings at Zaporozhye and Dnepropetrovsk. Once Lanz had dealt 
with the enemy south of Kharkov he could turn his attention to recapturing the city. 

This solution, however, did not suit Hitler, for whom Kharkov, as the fourth biggest city in 
the Soviet Union, had already become a symbol of prestige, and on 13th February he again 
passed a strict order to Army Detachment Lanz, through Army Group B, to hold Kharkov at 

all costs. 

Thereupon I demanded to be informed by O.K.H. whether this order would remain in force 
after Lanz had come under my own command and whether we should adhere to it even if the 
SS Panzer Corps were threatened with encirclement in Kharkov. I also requested an answer to 
the general appreciation which I had sent to Lotzen the previous day. In reply General Zeitzler 
told me that Hitler had described it as 'much too far-reaching'. To this I retorted that I 
considered it only right for an army group to think four to eight weeks ahead - unlike the 
Supreme Command, which never seemed to look any further than the next three days. 

As for the situation at Kharkov, circumstances proved stronger than Hitler's will. The SS 
Panzer Corps, which really was in danger of being surrounded there, evacuated the city on 
15th February - incidentally against the orders of General Lanz. This accomplished fact was 
reported to us by Army Group B, which finally relinquished its command about this time. Had 
the evacuation of Kharkov been ordered by a general of the army, Hitler would undoubtedly 
have had him court-martialled. But because this action had - quite rightly - been taken by the 

SS Panzer Corps, nothing of the sort occurred. All the same, the commander of Army 
Detachment Lanz was replaced a few days later by General Kempf on the grounds that Lanz 
was a mountaineer, while Kempf was a tank specialist. 

While the situation around Kharkov was manifestly deteriorating during the period in which 
Army Group B handed over the area to Southern Army Group, the possibility of the latter's 
being cut off from its communications across the Dnieper also became acute. 

It was reported on loth February that the enemy — as we had been expecting him to do for 
some time past — was advancing in strength towards Pavlograd and Dnepropetrovsk from the 
area west of Isyum. If he succeeded in reaching Losovaya junction or Pavlograd (or 

alternatively the station of Sinsinikovo hard to the south-west of Pavlograd), the railway link 

through Poltava would be severed. 

At the same time the speed of arrival of the reinforcements promised by O.K.H. slackened off 
again. Instead of the scheduled thirty-seven troop-trains per day, only six had come through 

on 14th February. 

Furthermore, Central Army Group announced that at present it lacked the necessary forces to 
make any serious attempt to co-operate with Southern Army Group along the line of cleavage 
between us. Apparently it would be more than happy if it succeeded in halting Second Army, 
which was falling back into a concavity which already extended far west of Kursk. 

The situation had become so critical that Hitler decided to visit me at my headquarters. 
Presumably my various comments had set him thinking. Much as I welcomed the prospect of 
putting my views to him personally and of letting him see the seriousness of our position for 
himself, it was naturally difficult to guarantee his safety in a sizeable factory town like 
Zaporozhye (on which the enemy was advancing) - particularly as he had expressed the 
intention of staying for some days. He and his suite, which included the Chief of the General 
Staff and General Jodl (and, as usual, his private cook), were accommodated in our office 

building, the whole vicinity of which had to be hermetically sealed off. Even then the 
situation was not very reassuring, for Hitler's arrival had not passed unnoticed. As he drove 
into Zaporozhye from the airfield he was recognized by soldiers and Party officials in the 
streets. Practically the only troops we had available were our own defence company and a few 
anti-aircraft units, and before long enemy tanks were to get so close to the town that they 
could have fired at the airfield lying east of the Dnieper. 

Hitler arrived at my headquarters at noon on 17th February. I began by giving him the 

following review of the situation: 

Army Detachment Hollidt had reached the Mius positions that same day, closely pursued by 

the enemy. 

First Panzer Army had halted the enemy at Grishino, but not yet finished him off. In the 
Kramatorskaya area, likewise, the battle against the enemy forces which had come over the 
Lisichansk-Slavyansk line was still undecided. 

Army Detachment Lanz, having evacuated Kharkov, had withdrawn south-west towards the 

Mosh sector. 

I then went on to inform Hitler of my intention to take the SS Panzer Corps right out of 
Kharkov, leaving only the balance of Army Detachment Lanz in occupation. 

The SS Panzer Corps was to thrust south-eastwards from the Krasnograd area in the general 
direction of Pavlograd, thereby coming into concert with Fourth Panzer Army as it moved up 
there. The job of these forces would be to smash the enemy advancing through the broad gap 

between First Panzer Army and Army Detachment Lanz. As soon as this had been achieved 
and there was no further danger that Army Detachment Hollidt and First Panzer Army would 
be cut off, we should proceed to attack in the Kharkov area. 

Hitler at first refused to discuss the sequence of the operations I was proposing. He would not 
admit that there really were powerful forces advancing through the area between First Panzer 
Army and Army Detachment Lanz. He also feared that the operations I envisaged between the 
Dnieper and the Donetz would become bogged down in the mud. As the winter was already 
quite far advanced, this was naturally a possibility to be reckoned with. But the main reason 
for Hitler's negative reaction was most probably the wish to recapture Kharkov at the earliest 

possible date, which he hoped would be when the SS Panzer Corps had assembled its full 
complement of divisions. In fact the situation was such that a prior condition for any stroke in 
the direction of Kharkov was the removal of the threat to the Dnieper crossings. 

Unless the communications across this river were kept open, neither First Panzer Army nor 
Army Detachment Hollidt could remain alive. For the stroke at Kharkov, moreover, the co- 
operation of at least a part of Fourth Panzer Army would be needed. Since it was certain that 

when the thaw finally put an end to operations, it would do so in the region between the 
Donetz and Dnieper before it affected the country around and north of Kharkov, one could 
reasonably hope that we should still have time to attack at Kharkov after we had beaten the 
enemy now advancing between First Panzer Army and Army Detachment Lanz. On the other 
hand, it was more than doubtful whether the two operations could be carried out the other way 


Because of the obstinacy with which Hitler invariably clung to his point of view, another 
interminable discussion ensued. I finally put an end to it by pointing out that as the SS Panzer 
Corps must in any case first assemble on the Kharkov-Krasnograd road, which it could not do 

before 19th February at the earliest, the final decision on whether to go north or south need 
not be taken till then. This dilatory approach of mine was made possible by the reflection that 
Fourth Panzer Army could not be available before 19th February either. I also felt justified in 
assuming that Hitler would be brought to reason by the course of events which he was now 

experiencing at first hand. 

On 1 8th February I saw Hitler again. The enemy had attacked in strength on the Mius and 
penetrated at several places into the as yet unconsolidated front of Army Detachment Hollidt. 
Furthermore, it had still not been possible to destroy the enemy cavalry corps encircled behind 
this front at Debaltsevo. I submitted to Hitler that in spite of this it was still urgently necessary 
to withdraw motorized units from here to the western wing, even if it were not possible at that 
particular moment. The enemy mechanized corps in the deep flank of First Panzer Army at 
Grishino was not yet defeated either, so that the forces committed there were still tied up, 

On the other hand, there was now incontestable evidence that the enemy in the gap between 
First Panzer Army and Army Detachment Lanz was indeed advancing in force against the 
Dnieper crossings. His 267 Rifle Division had been identified south of Krasnograd, and he 
had taken Pavlograd with 35 Guards Division, which included a tank battalion. An Italian 
division located there (one left over from the former Italian Army) had hurriedly pulled out on 

the approach of the enemy. 

Army Detachment Lanz had reported that the wheeled-vehicle units of the 'Death's Head' SS 
Panzer Division were completely bogged down between Kiev and Poltava. This washed out 
the northwards stroke to retake Kharkov which had been Hitler's primary concern. If the SS 
Panzer Corps had not even been able to hold the city without the 'Death's Head' Division, it 

was less likely than ever to recapture it when the latter's availability date could not be 
anticipated for the time being. The only thing we could do, therefore, was to strike south- 

eastwards and destroy the enemy advancing through the gap between Army Detachment Lanz 
and First Panzer Army. Since the thaw must be expected in that area, too, in the very near 
future, there was no time to lose. In the circumstances Hitler agreed to my idea of 
immediately committing the 'Reich' Division, as the first available formation of the SS Panzer 
Corps, in the direction of Pavlograd. The 'Leibstandarte' Division was to provide Fourth 
Panzer Army's operation with cover against the enemy pushing hard southwards from 
Kharkov. At all events it was now to be hoped that Fourth Panzer Army, reinforced by the 

'Reich' Division, would be successful. 

Following this decision, I put my view to Hitler on the situation generally. I pointed out that 
even if we managed — and it was far from certain that we should - to avoid any unfavourable 
developments until the muddy season set in, I still had to think ahead. The mud would not 
give us a break of more than a few weeks. After that the Army Group would have a front of 
470 miles to hold, for which, inclusive of the forces of Army Detachment Lanz, there were 
thirty-two divisions available. On the other hand, it could be taken for granted that once the 
muddy season was over, the enemy would again direct his main effort against the German 
southern wing and go all out to encircle it on the Black Sea. 

A front of 470 miles defended by only about thirty divisions, I told Hitler, could be pierced by 
a stronger enemy at any point he liked. Above all, no one could prevent him from steadily 
outflanking the Army Group to the north until he reached the Sea of Azov or the Black Sea. 

Once the muddy season finished, therefore, the Army Group must not remain stationary until 
the enemy broke through somewhere or outflanked it in the north. It could only afford to stay 
where it was if O.K.H. were able to launch a well-timed offensive stroke to relieve the 
pressure on the front which still projected a long way eastwards. 

My purpose in putting forward these ideas was to persuade Hitler to consider operations on a 
long-term basis for once. It was obvious, however, that he had no intention whatever of 
committing himself. While admitting that the Army Group's forces would be too weak to 
defend that front in the coming year, he would not accept the ratio of strengths I had given 
him. He did not dispute the presence opposite us of the 341 enemy formations we had 
identified, but contended that they were no longer of any value. When I objected that our own 
divisions were also at the end of their tether, he replied that they would be brought fully up to 
strength and issued with new weapons during the muddy season (which in point of fact they 
were). He would not recognize, however, that during that same period the enemy would bring 
his 1926 class of one and a half million men to the front. 

Neither would he admit that with the number of tanks the enemy could produce in two months 

(i.e. the approximate duration of the muddy season) he could refit about sixty armoured 
brigades. Instead, Hitler was at pains to emphasize the decisive importance which the Donetz 
area would have for Soviet tank production if it were once to fall back into enemy hands. As 
for Germany's own conduct of operations in the east in 1943, he could not take the forces for 
a large offensive from any of the other theatres, nor could he find them from newly drafted 
units. On the other hand, he did think that it would be possible to take limited and localized 
action with the help of new weapons. This brought Hitler right back to the subject of weapons 
and weapon production, and it proved impossible to pin him down on his intentions regarding 

the coming summer campaign. 

We lived, it seemed, in two entirely different worlds. 

On 19th February a further conference took place, and this time Field-Marshal v. Kleist had 
been asked to attend. Apparently Hitler's stay at my headquarters had quite impressed him 
after all as to the dangers on the German southern wing, for he announced that Army Group A 
was henceforth to transfer whatever forces it could possibly spare to Southern Army Group. 
In his own words, Army Group A would henceforth be regarded as an 'adjacent reservoir of 
forces' for the Southern Army Group front, which presumably meant that his plan for bringing 
the Kuban bridgehead back into the operational picture at some later date was now on the 
shelf. The future was to show, unfortunately, that this 'reservoir' was not to be exploited on 
anything like the scale which the transport facilities over the Crimea would have allowed. The 
Kuban bridgehead was to go on living its isolated existence. Experience has long taught that 
nothing is more difficult than to get forces released from a place once they have been wrongly 

tied up there. 

That day tension mounted even higher when the enemy, apparently in considerable strength, 
reached the railway station of Sinsinokovo. As a result of this he not only temporarily blocked 
the main supply line to the centre and right wing of the Army Group but was also less than 
35 — 40 miles away from the headquarters in which the Fiihrer of the Reich was staying ! As 
there were no troops whatever on the intervening ground, I was most relieved when Hitler 
flew home the same afternoon. It was quite conceivable that by the following day the enemy 
tanks could have denied us the use of our airfield lying east of the Dnieper. 

The last point I had made to Hitler was that I should need almost all the armoured divisions 
for the blows I intended delivering on the western wing, which meant they would have to be 
taken away from the Mius positions. If it had been possible to hold the latter until now, the 

only reason was that the main body of the enemy forces advancing on them had to pass 
through the Rostov bottleneck and had not yet arrived. The possibility that the Donetz area 
would be taken from the east, therefore, was one which could not be ignored. Nothing could 
be done to prevent it until we had first removed the danger of the Army Group's being cut off 
from its rear communications. This Hitler seemed to grasp. 

In any case, I had the impression that Hitler's visit to my headquarters had helped to bring 
home to him the danger of encirclement which immediately threatened the southern wing of 
the Eastern Front and would continue to do so for some time to come. In spite of this, a story 
was soon afterwards circulated by O.K.W. or General Schmundt that the real purpose of 
Hitler's trip had been 'to put some backbone into the Army Group'. I am not aware that my 
headquarters was ever in need of this. Even if we were not prepared to do what Hitler 
demanded and fight stolidly for every foot of ground regardless of the consequences of 
'holding on at all costs', I do not think it would be easy to find another headquarters which, in 
the teeth of so many crises, clung more stubbornly than our own to its will for victory. In this 
respect there was never the slightest divergence between my staff and myself. 


On 19th February the Army Group ordered Fourth Panzer Army to deploy for its counter- 
attack against the enemy who had come over the line Pereshchepino-Pavlograd-Grishino to 

cut off the Army Group from the Dnieper. 

On 20th February the picture of the enemy's operational intentions became completely clear 
and proved to be exactly as we had anticipated. 

On our eastern front the enemy attacked Army Detachment Hollidt's positions on the Mius, 

breaking through at three main points. 

To cut our communications over the Dnieper he appeared to have committed - in addition to 
the forces held up by us at Grishino and Kramatorskaya — an army with a strength of three 
rifle divisions, two tank corps and some cavalry. 

Simultaneously he was trying to break through the weak front of Army Detachment Kempf 
(General Lanz having now been relieved by General Kempf) to the west and south-west of 
Kharkov. Furthermore, he was making a bid to envelop this Army Detachment on its north- 
western wing and — by reaching further north — to outflank it completely. 

In the face of these developments the Army Group had two different things to accomplish. It 
must try to hold the eastern front on the Mius to the best of its ability - though whether it 
could do so with such limited forces and without any reserves was an open question. 

Secondly, it must use Fourth Panzer Army to bring about the quick defeat of the enemy in 
between First Panzer Army and Army Detachment Kempf in order to prevent its own isolation 
from the Dnieper crossings. If it failed in this, most of the Army Group's forces would shortly 

be immobilized through a lack of motor fuel. 

Once it had been possible to beat the enemy force between the Donetz and Dnieper, it would 
depend on how the situation had developed in the meantime whether we could immediately 

thrust northwards with all our mobile forces in order to restore the position of Army 
Detachment Kempf. On the other hand, it might first be necessary for Fourth Panzer Army to 
fight another action in the area of First Panzer Army if the latter had still not succeeded in 
dealing on its own with the enemy at Grishino and Kramatorskaya. 

In any case we must hold off on our northern wing, i.e. in Army Detachment Kempf area, for 

the time being. All that the latter could be given to do at present was to bar the way to the 
Dnieper, be it through Krasnograd to Dnepropetrovsk or through Poltava to Kremenchug, by 
putting up the toughest possible resistance. Should the enemy by any chance be aspiring to 
reach Kiev (and the many signs that he was were making Hitler increasingly apprehensive), 
we could only wish him a pleasant trip. Such a far-flung outflanking movement was hardly 
likely to achieve any positive results before the muddy season set in. 

21st February brought us the first hints of relief on what at present were the Army Group's 

most vital stretches of front. 

The eastern front on the Mius had held. The remnants of the enemy cavalry corps long 
surrounded behind it at Debaltsevo were finally compelled to surrender. An enemy tank corps 
which had been encircled after breaking through the Mius front at Matveyevkurgan was also 

doomed to destruction. 

On the right wing of First Panzer Army the enemy was maintaining his pressure on the 
Fretter-Pico Group, obviously with the object of next unhinging the Mius position or 
outflanking the northern front of First Panzer Army. Opposite the latter everything remained 
quiet. Monitored wireless messages made it clear that the Soviet force engaged on the western 
front of First Panzer Army at Grishino and in the Kramatorskaya area (i.e. the Popov group) 
was faring badly. Evidently its supplies had broken down. 

Fourth Panzer Army had taken Pavlograd, and there was reason to hope that its last 
formations would have closed up with the main body before the roads softened. The fact that 
a not very powerful enemy tank force had thrust close up to Zaporozhye did not now imply 
any great danger. It ran out of petrol some 12 miles from the town and was duly destroyed 
piecemeal. Unfortunately a new division destined for Pavlograd (332) was diverted to the 
right wing of Central Army Group by O.K.H. while already on its way up to us. Though 
Second Army's position was probably not at all rosy, Southern Army Group had a prior claim 
now that we were finally on the way to regaining the initiative. Whether the enemy made any 
progress towards Kiev in the meantime was comparatively unimportant. 

That the enemy did harbour such intentions was shown by the fact that Soviet forces were 
advancing in considerable strength from the Belgorod direction towards Akhtyrka, clearly 
with a view to getting round the northern flank of Army Detachment Kempf. 

In the next few days Fourth Panzer Army's counterstroke achieved the success for which we 
had been hoping. With that the initiative in this campaign at last passed back to the German 


For a start, the army smashed the forces advancing towards the Dnieper crossings - i.e. those 

in the area around and south of Pavlograd. What Hitler had refused to accept was now 
substantiated, in that there did prove to be two tank, one rifle and one cavalry corps involved. 
Immediately afterwards it was possible, in co-operation with First Panzer Army, to defeat the 
four enemy tank and mechanized corps opposite its western front. 

By 1st March it was clear that by reason of his defeats between the Donetz and Dnieper the 
enemy was also beginning to soften up opposite the northern front of First Panzer Army and 
that the latter would regain the Donetz line in this sector. One felt a strong temptation to chase 
the enemy across the still frozen river and take him in the rear in and west of Kharkov. 

To have our hands free to advance across the Middle Donetz, however, it was first necessary 
to knock out the southern wing of the enemy's Kharkov group, which was present in force on 

the Berestovaya, south-west of the city. Whether this could still be done in view of the 
imminent thaw was more than doubtful. Consequently the Army Group had to content itself 
initially with seeking out and defeating the Kharkov enemy west of the Donetz. 

In the souther